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: This Agreement, together with Executive Confidentiality and Non-Compete Agreement in effect on the Effective Date, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or written agreements and understandings between them with respect to the subject matter hereof, except as otherwise specifically stated in this Agreement, including the Prior Agreement. This Agreement may not be changed or modified orally but only by an instrument in writing signed by the parties hereto, which instrument states that it is an amendment to this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: containing the information required for registration under [the SORP]”). Underpinning this argument is McCraw’s interpretation of the SORP to include C.I.’s criminal case as a “reportable conviction” that requires registration as a sex offender regardless of C.I.’s successful completion of deferred adjudication. See Tex. Code Crim. Proc. Ann. art. 62.001(5)(a). However, because we have determined that C.I.’s 1986 case was dismissed without a conviction and that he therefore had no duty to register under the SORP, we find that DPS’s reporting of C.I.’s case as a conviction and McCraw’s actions seeking to compel C.I. to register were ultra vires acts, for which sovereign immunity does not apply to deprive the trial court of jurisdiction. See In re Smith, 333 S.W.3d 582, 585 (Tex. 2011) (<HOLDING>). Therefore, we find that C.I. has pleaded Options: A. holding that if an officer smells the odor of marijuana in circumstances where the officer can localize its source to a person the officer has probable cause to believe that the person has committed or is committing the crime of possession of marijuana and thus has authority to arrest him without a warrant in a public place B. holding police officer is a public official C. holding that an officer or employee of the tennessee valley authority was not an officer or employee acting under the authority of the united states or any department or any officer of the government thereof within the meaning of a criminal statute first enacted in 1884 D. holding that no court has the authority to substitute a different sentence for that which is required by law E. holding that a public officer has no discretion or authority to misinterpret the law

assistant: The best answer is E. holding that a public officer has no discretion or authority to misinterpret the law
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: the masquerade parties will not be liable for any lost profits or indirect , special , incidental , consequential , exemplary , or punitive damages relating to , arising out of , or in any way in connection with these terms and policies , us , our services , or any content even if the masquerade parties have been advised of the possibility of such damages .

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: Any modification or amendment to the Clauses of this Agreement will only be effective when the Parties have agreed in advance in writing. The Parties may not change the terms of this Agreement unless in writing signed by them. Any waiver of any term or condition of this Agreement shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the outcome” is not undermined by Mickey’s counsel’s alleged deficiencies, Strickland, 466 U.S. at 694, 104 S.Ct. 2052, and we are persuaded there was no prejudice. B 1 The State also argues that counsel’s interaction with the penalty-phase mental health experts was not deficient. We agree. Counsel put on two mental health experts in the penalty phase. Smith, a toxicologist, testified that Mickey suffered from toxic psychosis, a self-induced drug disorder stemming from provided a Minnesota Multiphasic Personality Inventory (“MMPI”), given in 1981, and naval discharge records to Burstein. But these are not the type of public or readily available evidence counsel must obtain, and then provide to experts. Rompilla v. Beard, 545 U.S. 374, 383-84, 125 S.Ct. 2456, 162 L.Ed.2d 360 (2005) (<HOLDING>); see Raley, 470 F.3d at 801 (ruling sufficient Options: A. holding that an employer must permit cpa to examine employers records B. holding that the defendants prior conviction was not obtained in violation of his right to counsel because he had the opportunity for appointed counsel at public expense C. holding counsel must examine public information like prior conviction records prosecutor is likely to use D. holding that a prosecutor was disqualified from bringing a recidivist proceeding even though the prior offenses in which the prosecutor served as defense counsel were public matters E. holding that a defendants denial of a conviction may be contradicted by introducing public records which prove such a conviction

assistant: The best answer is C. holding counsel must examine public information like prior conviction records prosecutor is likely to use
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award shall be set by the Committee in its discretion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or electronic mail, any one of which shall constitute an original of this Agreement. When counterparts or facsimile or electronic mail copies hav e been executed by all parties hereto, they shall have the same effect as if the signatures to each counterpart or copy were upon the same documents and copies of such documents shall be deemed valid as originals. The parties agree that all such signatures may be transferred to a single document upon the request of any party. This Agreement shall not be binding unless and until it shall be fully executed and delivered by all parties hereto. In the event that this Agreement is executed and delivered by way o f facsimile transmission or electronic mail, each party delivering a facsimile or electronic mail counterpart shall promptly deliver an ink-signed original counterpart of the Agreement to the other party by overnight courier service; provided that the fail ure of a party to deliver an ink-signed original counterpart shall not in any way effect the validity, enforceability or binding effect of a counterpart executed and delivered by facsimile transmission or electronic mail.

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: No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent, any Lead Arranger or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

assistant: Disclosures
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: work. By plaintiff’s own testimony, plaintiff was told that he could return to work if he would be willing to work seventy hour weeks: Q: Now, what did you and Mr. [Mauk] talk about? Give me the conversation as best as you can recall it. A: I had told Mr. [Mauk], well, I’m — this is the 59th day. That I’m just calling to see where am I supposed to report to tomorrow and so forth, et cetera. And he said, well, Danny, we don’t have no job for you. Your job has been filled. I said, what do you mean? He says, you couldn’t work the 70 hours a week so we didn’t need you any longer. He said if I could work 70 hours a week, my job would be available. But until then my job had been filled and that there wasn’t a place in Vulcan’s organization for a 50-hour-a-week emplo . 671, 675 (E.D.Pa.1996) (<HOLDING>), aff'd 116 F.3d 469 (3d Cir.1997). At most, Options: A. holding that an employer does not necessarily regard an employee as disabled simply by finding the employee to be incapable of satisfying the singular demands of a particular job B. holding that an employer did not regard an employee with an impaired ankle as disabled where it encouraged her to work in a position that required walking C. holding that an employer did not regard the plaintiff as disabled D. holding that an employer did not regard the employee as disabled because it called the employee back from disability leave to work on a special project E. holding that employer did not regard plaintiff as disabled where it repeatedly attempted to return him to work

assistant: The best answer is B. holding that an employer did not regard an employee with an impaired ankle as disabled where it encouraged her to work in a position that required walking
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: instigate robberies and beatings merely to gather evidence to convict other members of a gang of hoodlums.”). Even accepting the facts as Appellant described them on direct examination, there is no evidence on which a rational member could rely to conclude that Appellant was not the initial aggressor. The next question is whether a rational member could have found that Appellant regained the right to act in self-defense as a result of either Mansur’s escalating the conflict or Appellant’s withdrawing in good faith. Under our ease law, Mansur could not have escalated the level of force in this situation, as Appellant had already introduced deadly force. See United States v. Stanley, 71 M.J. 60, 63 (C.A.A.F.2012); see also Armstrong v. Bertrand, 336 F.3d 620, 623, 625-26 (7th Cir.2003) (<HOLDING>); Wayne R. LaFave, Substantive Criminal Law § Options: A. holding that an armed gunman did not regain the right to selfdefense even though the victim threatened to kill the gunman and lunged for his gun B. holding defendants phone call to his exwife announcing his intent to kill the victim was not an unrelated act of misconduct and permissible to rebut defendants testimony that he did not threaten the murder victim C. holding that defendant may be entitled to selfdefense instruction even though he did not testify D. holding that evidence that the defendant had stalked threatened and assaulted the victim his exgirlfriend was evidence as to the nature of the defendants relationship with the victim and that it was relevant to establish motive E. holding that the validity of the defendants selfdefense claim was an issue for the jury where the victim retreated after starting an altercation

assistant: The best answer is A. holding that an armed gunman did not regain the right to selfdefense even though the victim threatened to kill the gunman and lunged for his gun
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: To the best of Borrower’s knowledge after diligent inquiry, there is no Event of Default continuing under this Agreement or any other Loan Document, and no event has occurred and is continuing which with notice or the passage of time or both would constitute an Event of Default under any thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the Eastern Caribbean—and alleges that CCC and C&W engaged in intentional conduct that gave them “monopoly power” and injured consumers in this market. (¶¶ 12-14) According to CBS, CCC and C&W misrepresented to advertisers that they could different forms, and is too dependent upon context, for any court or commentator ever to have enumerated all the varieties. It is a fair inference from the case law, however, that the allegations made here — namely, that the defendants made fraudulent misrepresentations to advertisers and sham objections to a government licensing agency in order to protect their monopoly — bring the defendants’ conduct well within that concept. See, e.g., California Motor Transport Co. v. Trucking Unlimited, 404 U.S. 508, 92 S.Ct. 609, 30 L.Ed.2d 642 (1972) (<HOLDING>); Walker Process Equipment, Inc. v. Food Options: A. holding that plaintiffs complaint failed to state a claim under section 1 of the sherman act B. holding that standing to raise a claim under 2a of robinsonpatman act is derived from section 4 of the clayton act C. holding that complaint alleging design defect likely to cause damage failed to state a claim D. holding that complaint alleging conspiracy to misuse state legal and regulatory processes in order to deprive competitors of meaningful access stated claim under clayton act E. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient

assistant: The best answer is D. holding that complaint alleging conspiracy to misuse state legal and regulatory processes in order to deprive competitors of meaningful access stated claim under clayton act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: With effect from April 30, 2016, Schedule A to the Original Agreement shall be hereby amended by deleting the reference to “$325,000,000” therein, and replacing it with “$275,000,000” .

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 case excerpt and choose the best holding from the options. Case excerpt: with the unsuccessful claim also aided the work done on the merits of the successful claim.” Schwarz, 73 F.3d at 903 (alterations omitted) (citing Herrington v. County of Sonoma, 883 F.2d 739, 747 (9th Cir.1989)). Once separated, any work performed on claims unrelated to winning claims is not compensable. Hensley, 461 U.S. at 435, 103 S.Ct. 1933. Under the two-step analysis set forth in Hensley, this fee reduction is not warranted. These services were related to the core claim on which Plaintiff prevailed. See Sorenson, 239 F.3d at 1147 (“Claims are ‘unrelated’ if they are entirely ‘distinct and separate’ from the claims on which the plaintiff prevailed.”) (citing Odima v. Westin Tucson Hotel, 53 F.3d 1484, 1499 (9th Cir.1995)); Webb v. Sloan, 330 F.3d 1158, 1168 (9th Cir.2003) (<HOLDING>). It was reasonable for Plaintiff to seek a Options: A. holding that certain police stops of limited duration that are reasonably related in scope to the justification for their initiation are legal B. holding that 362k claims are core C. holding that tort claims were arbitrable because they arose out of and were related to contract D. holding that where claims involve a common core of facts or are based on related legal theories and the plaintiff obtained only partial or limited success the court may reduce the lodestar amount if it believes that amount is excessive in relation to the plaintiffs relief emphasis added E. holding that claims are related if they involve a common core of facts or they are based on related legal theories

assistant: The best answer is E. holding that claims are related if they involve a common core of facts or they are based on related legal theories
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 390 U.S. 455 88 S.Ct. 1193 20 L.Ed.2d 27 ALITALIA-LINEE AEREE ITALIANE, S. P. A., petitioner,v.John LISI, etc., et al. No. 70. Supreme Court of the United States October Term, 1967. March 25, 1968 George N. Tompkins, Jr., New York City, for petitioner. Theodore E. Wolcott, New York City, for respondents. On Writ of Certiorari to the United States Court of Appeals for the Second Circuit. PER CURIAM. 1 The judgments are affirmed by an equally divided Court. 2 Mr. Justice MARSHALL took no part in the consideration or decision of this case.

assistant: 8
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: false business reports under oath in the attorney’s bankruptcy proceeding in violation of Rule 8.4(b), (c), and (d). 408 Md. at 483, 970 A.2d at 889. In Zodrow, a reciprocal discipline proceedings case, we disbarred an attorney for, inter alia, failing to make pertinent asset disclosures during his personal bankruptcy case in violation of Rule 8.4. 419 Md. at 303-04, 19 A.3d at 391-92. In the present case, Respondent knowingly failed to disclose a potential claim his law firm’s pension plan may have received in his petition for bankruptcy, thereby violating MARPC § 19-308.4(c) and (d). In concluding that Respondent has violated multiple Rules of Professional Conduct, we further hold that Respondent thereby violated MARPC § 19-308.4(a). See Gallagher, 371 Md. at 710-11, 810 A.2d at 1018 (<HOLDING>); Foltz, 411 Md. at 411, 983 A.2d at 465 Options: A. holding that an attorney violated rule 84c when the attorney retained unearned fees from four clients B. holding that a failure of an attorney to provide a copy of a brief to a client violated rule 14a C. holding under arkansas rule of professional conduct 37 that party seeking disqualification of an attorney must demonstrate that the attorney has personal knowledge which is unobtainable elsewhere D. holding that because attorney violated several rules of professional conduct the attorney also violated rule 84a E. holding an attorney violated rule 84c when the attorney made misrepresentations about holding two clients money in trust

assistant: The best answer is D. holding that because attorney violated several rules of professional conduct the attorney also violated rule 84a
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 has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and 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: Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of ALTUM or PIVOT in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of either ALTUM or PIVOT of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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: You agree to cooperate with Pier 1 at such reasonable times and places as may be reasonably requested, and to provide all information that may be reasonably requested with respect to any matter involving your present or former relationship with Pier 1, the work you have performed for Pier 1, or present or former employees, so long as such requests do not unreasonably interfere with any other job or significant personal activity in which you are engaged. This specifically includes your assistance in regulatory inquiries, investigations and litigation matters, including depositions and/or court appearances in connection therewith, which may include appearances in other states. Pier 1 will make every effort to schedule these matters at times and locations convenient for you should they arise. The Company will reimburse you for reasonable expenses, such as telephone, travel, lodging, and meal expenses, you incur at the request of Pier 1, consistent with the Company’s generally applicable policies for employee expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state and local taxes required by law to be withheld with respect to any taxable event arising as a result of the grant or vesting of the Performance Units. With respect to withholding required upon the vesting of the Performance Units, the withholding requirement will be satisfied by having the Company withhold Shares having a Fair Market Value on the date as of which the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Participant, and subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
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 Indemnified Party must give Indemnitor prompt written notice of any claim. Upon written request by any Indemnified Party, or upon request by Indemnitor (provided no Event of Default shall have occurred and be continuing), Indemnitor shall defend said Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) with attorneys and other professionals reasonably approved by the Indemnified Parties (such approval not to be unreasonably withheld or delayed). If Indemnitor assumes such defense, Indemnitor shall not be liable for the payment of any separate legal fees and expenses, or any other defense or investigative costs, of the Indemnified Party, except that if the positions of Indemnitor and any Indemnified Party are in conflict, or if such Indemnified Party reasonably believes that its interests are not being adequately protected, any Indemnified Party may elect to conduct its own defense at Indemnitor’s reasonable expense. Subject to the foregoing, upon demand, Indemnitor shall pay or reimburse Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

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: Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Buyer or any of its Affiliates shall have any responsibility whatsoever.

assistant: Brokers
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 this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the Award under any applicable law, that provision shall be construed or deemed amended to conform to applicable law (or if that provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as to that jurisdiction and the remainder of this Agreement and the 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 legal provision and list the applicable contract clause categories. Provision: Any provision of this Supply Agreement which expressly or by implication is intended to come into or continue in force on termination or expiry of this Supply Agreement, including Clauses 1, 8 (to the extent that payments to AstraZeneca are due or still owing), 9 (to the extent that payments to AstraZeneca are due or still owing), 11, 12.2, 13, 14, 15, 16, 18, 19 and 22 shall remain in full force and effect.

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: Each First Priority Agent and each Second Priority Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, and each First Priority Agent, on behalf of itself and each applicable First Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at Law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Priority Agent or the Second Priority Agent, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Within 120 days after the end of each fiscal year during the term of the Partnership, the General Partner shall cause each other Partner to be furnished with an unaudited balance sheet, an income statement, and a statement of changes in Partners' capital of the Partnership for, or as of the end of, such period. All financial statements shall be prepared in accordance with accounting principles generally employed for cash-basis records consistently applied (except as therein noted).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor) or the Investor (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investor, as the case may be, shall allow the Investor or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the execution and delivery of this Agreement, the Company shall (i) issue a press release disclosing the execution of this Agreement and describing the transactions contemplated hereby and by the other Transaction Documents and (ii) file a Current Report on Form 8-K attaching the press release described in the foregoing sentence as well as copies of the material Transaction Documents. In addition, the Company will make such other filings and notices in the manner and time required by the SEC or Nasdaq.

assistant: Publicity
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 court held that the discretion of the trial court to impose such sanctions has constitutional limitations. TransAmerican, 811 S.W.2d at 917. When a trial court dismisses a ease based on a claimant’s conduct during discovery, it adjudicates the claimant’s cause of action without regard to the merits of the case. Discovery sanctions cannot be used to adjudicate a party’s claims unless that party’s conduct justifies a presumption that his claim lacks merit. Id. at 918. The court further explained that “[s]anctions which are so seve d 167, 171 (Tex.1993) (death-penalty sanctions held inappropriate where nothing in the evidence suggested Remington’s argument lacked merit, a finding necessary to a justify death-penalty sanction); Koepp v. Utica Mut. Ins. Co., 833 S.W.2d 514 (Tex.1992) (<HOLDING>). Denton failed to appear for his deposition Options: A. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable B. holding deathpenalty sanctions inappropriate where party inadvertently failed to comply with courts order and nothing in the record even approaches the flagrant bad faith or abuse necessary for the imposition of such sanctions C. holding deathpenalty sanctions inappropriate where plaintiff refused to name coworkers who used drugs and was late in answering interrogatories because of attorneys illness because there was no indication of bad faith D. holding that without a demonstration of bad faith on the part of the attorney in question sanctions pursuant to this statute are inappropriate E. holding that it was error for the trial court to refuse to permit plaintiff to amend his complaint to include a new affidavit and report complying with section 2622 where there was no indication that the plaintiffs failure to file the report earlier in the litigation was in bad faith

assistant: The best answer is C. holding deathpenalty sanctions inappropriate where plaintiff refused to name coworkers who used drugs and was late in answering interrogatories because of attorneys illness because there was no indication of bad faith
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all requirements of any federal, state or local law including, without limitation, usury, consumer credit protection, or disclosure laws applicable to the Underlying Repurchase Transaction have been complied with in all material respects, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and Seller shall maintain in its possession, available for the inspection by Buyer, and shall deliver to Buyer, upon demand, evidence of compliance with all such requirements. All consents of and all filings with any federal or state Governmental Authority necessary in connection with the execution, delivery or performance of the Underlying Repurchase Transaction have been obtained or made and are in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Contract Period if the Executive becomes permanently disabled so as to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, or is unable to perform his/her duties hereunder for four (4) consecutive months in any twelve (12) month period, the Company may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.

assistant: Disability
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: Alleged Error in Computing Criminal History Appellant argues that the district court erred in determining that his New Hampshire conviction for selling cocaine on October 30, 1992, was a “prior sentence” resulting in an additional two points being added to his criminal history computation pursuant to section 4A1.2(a)(l) of the Sentencing Guidelines. U.S.S.G. § 4A1.2(a)(l). Appellant argues that his conduct in violation of section 1326(b)(2) came to light only through his arrest for selling cocaine. Since “he was found in this country in the process of committing that [state] offense”, Appellant argues that the offense conduct of selling cocaine should be viewed as part of the instant offense and not counted as a prior sentence. See Trial Transcript (Aug. 30, 1993) at 29-30. T 1) (<HOLDING>). Whether or not the “prior sentence” and the Options: A. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense B. holding that defendants state court conviction for possessing a stolen car was severable from federal offense of being a felon in possession of a firearm even though firearm was found in cars trunk at time of defendants arrest for state stolen vehicle charge C. holding that possession of a firearm by a felon is a serious offense for 3162a2 purposes D. holding district court lacked discretion to permit defendant to stipulate to prior conviction in prosecution for being a felon in possession of a firearm E. holding that in a prosecution for possession of a firearm by a convicted felon defendants assault with the firearm the evening before the charged offense was necessary to complete the story and prove that brown possessed the gun

assistant: The best answer is B. holding that defendants state court conviction for possessing a stolen car was severable from federal offense of being a felon in possession of a firearm even though firearm was found in cars trunk at time of defendants arrest for state stolen vehicle charge
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: Dickerson, 101 F.3d at 1163 (citation omitted), Cyranek was faced with a rapidly escalating situation, and his decision to use deadly force in the face of a severe threat to himself and the public was reasonable. See Untalan, 430 F.3d at 315-16 (finding police officer’s use of deadly force reasonable where only a “few seconds” passed between when assailant lost control of knife and when officer shot assailant); see also Troupe v. Sarasota County, 419 F.3d 1160, 1168 (11th Cir.2005) (finding that 3-5 seconds was a short enough time for the use of deadly force to stop someone who previously endangered police and bystanders even if, in hindsight, the facts show that members of the.S.W.A.T. Team could have escaped unharmed); Robinson v. Arrugueta, 415 F.3d 1252, 1256 (11th Cir.2005) (<HOLDING>); Pace v. Capobianco, 283 F.3d 1275, 1282 (11th Options: A. holding that an officers decision to shoot within a reaction time of 272 seconds was reasonable even if hindsight showed that the officer could have escaped unharmed B. holding that collateral crime evidence that defendant was an escaped convict was presumptively harmful C. holding that in deciding whether officers are entitled to qualified immunity it is not only the evidence of clearly established law that is for the court but also whether a reasonable officer could have believed that his or her conduct was lawful in light of the information the officer had D. holding collateral crime evidence that defendant was an escaped convict was presumptively harmful E. holding collateral crime evidence that defendant was an escaped convict not relevant

assistant: The best answer is A. holding that an officers decision to shoot within a reaction time of 272 seconds was reasonable even if hindsight showed that the officer could have escaped unharmed
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: Court of Appeals has precedential effect under the rule of stare decisis. The filing of an application for leave to appeal to the Supreme Court or a Supreme Court order granting leave to appeal does not diminish the precedential effect of a published opinion of the Court of Appeals. Thus, the publication of an opinion of this Court creates binding precedent statewide, and, contrary to past practice as reflected by People v Phillips, 416 Mich 63; 330 NW2d 366 (1982), the opinion remains binding “until such time as a decision of the Supreme Court enters altering the lower court decision or questioning its rationale.” 6 Martin, Dean & Webster, Michigan Court Rules Practice (3d ed), p 315. See also Michigan Millers Mutual Ins Co v Bronson Plating Co, 197 Mich App 482; 496 NW2d 373 (1992) (<HOLDING>). Applying these principles to the Knoke Options: A. holding that to establish grounds for reversal an appellant must challenge all grounds on which the trial court ruled against it B. holdings of this court not addressed on the merits by the supreme court remain binding despite reversal on other grounds C. holdings of the court of appeals not specifically reversed by the supreme court retain precedential value D. holding that directly applicable supreme court decisions require this court to overrule its prior holdings E. holding that a dismissal on limitations grounds is a judgment on the merits

assistant: The best answer is B. holdings of this court not addressed on the merits by the supreme court remain binding despite reversal on other grounds
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 2. Except as expressly permitted herein, Recipient shall not disclose Confidential Information and shall prevent the disclosure of such information by Recipient or its affiliates and their respective employees, directors, counsel, advisors, agents and independent contractors (all of which collectively "Representatives") by using the same degree of care to keep confidential the Confidential Information as it uses to keep confidential its own confidential information. 4. Recipient shall disclose Confidential Information only to those of its Representatives who have a need to know such information for the Permitted Purpose.

assistant: No
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 Issuers will give the Representative notice of their intention to prepare any amendment, supplement or revision to the Preliminary Offering Memorandum, the Offering Memorandum or any Issuer Free Writing Document, and the Issuers will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such proposed use, and will not use any such document to which the Representative or counsel for the Initial Purchasers shall reasonably object, except as required by law. The Issuers have given the Representative notice of any filings made by the Partnership pursuant to the 1934 Act or the rules and regulations of the Commission thereunder (the “ 1934 Act Regulations ”) within 48 hours prior to the Applicable Time. The Issuers will give the Representative notice of the Partnership’s intention to make any such filing from and after the Applicable Time through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchasers to Eligible Purchasers) and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Initial Purchasers shall reasonably object.

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, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.

assistant: Entire Agreements