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: To the full extent permitted by law, the Board shall authorize the payment of expenses incurred by or shall satisfy judgments or fines rendered or levied against Employee in any action brought by a third-party against Employee (whether or not the Corporation is joined as a party defendant) to impose any liability or penalty on Employee for any act alleged to have been committed by Employee while employed by the Corporation unless Employee was acting with gross negligence or willful misconduct. Payments authorized hereunder shall include amounts paid and expenses incurred in settling any such action or threatened action.

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: to explain in this appeal any evidence of the defendants’ malicious interference with his relationship with others. The evidence he offers, that he has had difficulty obtaining employment and privileges following his dismissal from the Hospital and that his dismissal could potentially serve as a basis for a revocation elsewhere, is not probative at all of the defendants’ unllful intent to interfere in those other business relationships. That evidence merely reflects the incidental consequences of his termination from, the Hospital. Dr. Wong simply fails to offer any proof of the first element of this claim, that the defendants influenced others to the same course that they took for the purpose of damaging his business. See Fuselier, Ott & McKee v. Moeller, 507 So.2d 63, 69 (Miss.1987) (<HOLDING>). We therefore hold that the adverse summary Options: A. holding error for chancellor to find that the appellants had tortiously interfered with the appellees business relationships where record failed to disclose a single client who was influenced by the appellants to terminate the appellees services due to the appellants intervention B. holding that the trial court reversibly erred in denying the appellants motion for mistrial given the appellees testimony that we dont have no ticket for that accident notwithstanding the fact that the trial court instructed the jury to disregard the comment C. holding that the appellants claim that the circuit court failed to make specific findings of fact relating to issues raised at an evidentiary hearing on the appellants postconviction petition was not preserved for review because the appellant did not raise the issue in the circuit court D. holding trial court abused its discretion when it struck the appellants intervention E. holding that appellants privacy interests under the us and texas constitutions were not invaded when officer walked up appellants driveway to allow drug dog to sniff appellants garage door

assistant: The best answer is A. holding error for chancellor to find that the appellants had tortiously interfered with the appellees business relationships where record failed to disclose a single client who was influenced by the appellants to terminate the appellees services due to the appellants intervention
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 proceeds of the Initial Term A Loans will be used to finance the Intercompany Transfers. The proceeds of the Delayed Draw Term A Loans and Term B Loans, together with the proceeds of the Senior Notes, will be used to finance the remaining Transactions, to pay related fees, costs and expenses and for working capital and general corporate purposes (including Permitted Acquisitions) and the proceeds of Loans and other Credit Events made following the Delayed Draw Funding Date will be used to finance the working capital needs, and for general corporate purposes (including Permitted Acquisitions or any other purposes not prohibited by this Agreement), of Holdings, the Borrowers and their respective Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the FRB, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use (and, in the case of directors, officers, employees and agents, shall not directly use), the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

assistant: Use Of Proceeds
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 normal and customarily proratable items shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate, for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date. Prior to Closing Seller shall prepare and deliver to Purchaser and the Title Insurer a proration schedule (the “ Proration Schedule ”) of the adjustments described in this Section 5.4 prior to Closing.

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: Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, (a) there is no Proceeding pending against, or, to the knowledge of the Company, threatened by or against the Company or any of its Subsidiaries or their respective assets or properties, and (b) there are no investigations or inquiries pending or, to the knowledge of the Company, threatened by Governmental Authorities against the Company or any of its Subsidiaries or any malfeasance of any other Person for whom the Company or any of its Subsidiaries may be liable. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary, nor any of the Company’s or any Company Subsidiary’s respective property, is subject to any outstanding Order.

assistant: Litigations
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 and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

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: Borrower shall comply with its obligations under this Article IX at no expense to Borrower, but at Lender’s expense (including, without limitation, Borrower’s reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses).

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: For the avoidance of doubt, the Administrative Agent and the Lenders party hereto hereby waive (i) any non-compliance with Section 6.13(c) of the Credit Agreement (as in effect prior to the effectiveness of this Amendment) due to the Loan Parties and their Subsidiaries making Capital Expenditures during the 2015 Fiscal Year in excess of $17,000,000, (ii) any non-compliance with Section 2.11(c) and/or 2.11(e) of the Credit Agreement relating to the prepayment of Obligations in an aggregate amount equal to the Ratable Share of 100% of the Net Proceeds received in connection with the Specified Las Vegas Transaction, (iii) any incorrect representation or warranty made by the Loan Parties pursuant to Section 3.07 and/or 4.02 of the Credit Agreement (solely to the extent incorrect as a result of the events described in clauses (i) , (ii) and/or (iv) of this paragraph) and (iv) any non-compliance with Section 5.02(a) of the Credit Agreement as a result of any failure of the Loan Parties to provide timely notice of the foregoing. This specific waiver shall not be construed to constitute (1) a waiver of any other event, circumstance or condition or of any other right or remedy available to the Administrative Agent or any Lender pursuant to the Credit Agreement or any other Loan Document or (2) a course of dealing or a consent to any departure by the Borrowers or any other Loan Party from any other term or requirement of the Credit Agreement or any other Loan Document.

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 case excerpt and choose the best holding from the options. Case excerpt: [T]hird, whether the practice is limited to entities within the insurance industry. Id, at 743, 105 S.Ct. 2380. These factors are to be used as “guideposts” to “satisfy” the “common-sense view.” UNUM Life Ins. Co. of America v. Ward, 526 U.S. 358, 374, 119 S.Ct. 1380, 143 L.Ed.2d 462 (1999). The plaintiffs argue that the Physician Assistant Statute meets the first prong of the McCarran-Ferguson criteria because it “effectively shifts the risks associated with the costs of physician assistant services from the insured to the insurer.” The defendant argues, on the other hand, that the Physician Assistant Statute does not spread the risk because it does not mandate benefits or expand the services offered by the terms of the applicable plan or contract. Jefferson Pilot, 14 F.3d at 569-70 (<HOLDING>) The defendant asserts that the Physician Options: A. holding that a georgia statute requiring an insurer to give prior notice of cancellation did not fall within the saving clause because the statute had no effect on the initial apportionment of risk ie what medical costs are covered that the parties made upon entering the contract B. holding that courts must generally give effect to the plain meaning of a statute because that is the best evidence of the legislatures intent C. holding that the title of the statute did not limit the reach of the statute D. holding that the doctrine of sovereign immunity precludes application of the saving statute to save a thra claim against the state in its capacity as an employer because the saving statute does not expressly apply to the state E. holding that the state statute returns the matter of subrogation to state law ujnless the statute is excluded from the reach of the saving clause by virtue of the deemer clause

assistant: The best answer is A. holding that a georgia statute requiring an insurer to give prior notice of cancellation did not fall within the saving clause because the statute had no effect on the initial apportionment of risk ie what medical costs are covered that the parties made upon entering the contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except where the failure to have such title or other interest would not reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect, each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes, Liens permitted by Section 7.01, and Liens and privileges arising mandatorily by Law.

assistant: Liens
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 and the other Loan Documents represent the agreement of the Borrower, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. For the avoidance of doubt, the Fee Letter remains in full force and effect in accordance with its terms.

assistant: Integration
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: review conducted by the Department of Children and Family Services, Office of Administrative Hearings. Fla. Admin. Code R. 12E-1.014(4)(a)-(b). If the parent fails to make a timely review request, the parent is deemed to have waived the right to contest the certification, and the Federal Office of Child Support Enforcement must notify the United States Department of the Treasury of the past-due support owed by the parent. Fla. Admin. Code R. 12E-1.014(4)(d). The Secretary of the Treasury is required to withhold from a tax refund “an amount equal to the past-due support.” 42 U.S.C. § 664(a)(l)-(2). The Department shall retain the intercepted tax refund “up to the amount of past-due support assigned to the department as a condition of eligibility for temp Fla. 1st DCA 1994) (<HOLDING>). The Department further claims that the trial Options: A. holding constitutional challenge to void statute may be raised for first time on appeal B. holding that the propriety of an order modifying child support without proper pleading notice and opportunity to be heard may be raised for the first time on appeal C. holding that issues raised for the first time on appeal will not be considered D. holding that the sovereign immunity defense may be raised for the first time on appeal E. holding that an issue not raised in the trial court cannot be raised for the first time on appeal

assistant: The best answer is B. holding that the propriety of an order modifying child support without proper pleading notice and opportunity to be heard may be raised for the first time on appeal
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 is exempt from liability for defamation. See Hill, 776 A.2d at 840 (noting that the litigation privilege “covers statements made during settlement negotiations or while engaged in a private conference with an attorney regarding litigation”). Bell’s November 1, 2007 letter to the New York Committee on Professional Standards was absolutely privileged. The Supreme Court of New Jersey has adopted a rule granting an ethics complainant immunity from suit by the lawyer against whom the complaint was made. See In re Hearing on Immunity for Ethics Complainants, 96 N.J. 669, 477 A.2d 339, 341-44 (1984) (invalidating statute allowing attorney to bring malicious prosecution action against ethics complainant); see also Toker v. Pollak, 44 N.Y.2d 211, 405 N.Y.S.2d 1, 376 N.E.2d 163, 168 (1978) (<HOLDING>). Bell’s November 1, 2007 letter to the New Options: A. recognizing absolute immunity from suit in new york for filing a complaint before a grievance committee of a bar association B. holding bjecause immunity from liability constitutes an affirmative defense not a jurisdictional bar only immunity from suit is properly before us today C. holding that prosecutors have absolute immunity D. holding by a 21 vote that an ohio probate judge was entitled to absolute immunity for filing a criminal complaint E. recognizing that absolute immunity is immunity from charges of either constitutional or statutory violations

assistant: The best answer is A. recognizing absolute immunity from suit in new york for filing a complaint before a grievance committee of a bar association
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 Agreements contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor Purchaser make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided herein, this Agreement (including the Disclosure Schedules and other documents, exhibits and instruments referred to herein) constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than as provided in ARTICLE 9 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All or a portion of the proceeds of the Loans made on the Effective Date shall be used to fund in escrow an amount that shall be sufficient to repay in full and terminate the Bridge Credit Facility, to consummate the Target Acquisition and for other working capital and general corporate purposes. The proceeds of the Loans made after the Effective Date shall be used for working capital and general corporate purposes (including, without limitation, Permitted Acquisitions (including the Target Acquisition), Investments and other transactions not prohibited by the terms of the Loan Documents. The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

assistant: Use Of Proceeds
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: Regardless of the reason for any termination of this Agreement (other than terminations due to Mr. Wardinski’s death or Disability, which are covered by Sections 6(e)(i) and (ii) below, respectively), Mr. Wardinski shall be entitled to receive each of the following: (i) payment of any unpaid portion of his Base Salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with Section 4(d) above; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan, or any other employee benefit plan or program of Playa Resorts or a Playa Affiliate.

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 case excerpt and choose the best holding from the options. Case excerpt: Shawn James Woodall appeals pro se from the district court’s order revoking supervised release. We dismiss for lack of jurisdiction. See United States v. Palomba, 182 F.3d 1121, 1123 (9th Cir.1999) (stating that a defendant lacks standing to challenge a completed sentence); see also Spencer v. Kemna, 523 U.S. 1, 14, 118 S.Ct. 978, 140 L.Ed.2d 43 (1998) (<HOLDING>). The government’s motion to dismiss this Options: A. holding that a right to confrontation exists in parole revocation proceedings B. holding that there is no constitutional right to representation by counsel at a parole revocation C. holding drivers license revocation was not moot because collateral consequences of revocation may be substantial including higher insurance rates and adverse employment consequences D. holding that revocation of parole does not create collateral consequences sufficient to extend standing beyond expiration of sentence and rejecting as moot a challenge to an allegedly erroneous parole revocation E. holding that the collateral consequences of a parole revocation were insufficient to create a case or controversy after the petitioner was released

assistant: The best answer is D. holding that revocation of parole does not create collateral consequences sufficient to extend standing beyond expiration of sentence and rejecting as moot a challenge to an allegedly erroneous parole revocation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to Rule 12 list examples of such defenses, including “[i]l-legal selection or organization of the grand jury, disqualification of individual grand jurors, presence of unauthorized persons in the grand jury room, other irregularities in grand jury proceedings, defects in indictment or information other than lack of jurisdiction or failure to state an offense, etc.” Fed. R.CRIM. P. 12 Advisory Committee Notes (1944 Adoption). Harrod objects, as a matter of law, to the broad definition of “similitude” adopted by the lower court, not to any procedural irregularity or violation of the type that “must” be raised under 12(b). See also 1 Charles Alan Wright, Federal PractiCE and Prooedure § 193 (1982) (listing “irregularities in obtaining the indictment or information, improper h Cir.1970) (<HOLDING>). Many courts, however, have pointed out that Options: A. holding that application of the modified categorical approach did not establish a covered conviction where the judgment of conviction did not contain the factual basis for the crime B. holding that counsels efforts did not justify vacatur and reentry C. holding that states interests were sufficiently important to justify the rule prohibiting dual officeholding D. holding that onesided photocopies of bills on pinkish paper did not sufficiently resemble actual currency to justify a 472 conviction E. holding that reasoning which would justify the arrest by the search and at the same time justify the search by the arrest will not do

assistant: The best answer is D. holding that onesided photocopies of bills on pinkish paper did not sufficiently resemble actual currency to justify a 472 conviction
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: 464, 473, 102 S.Ct. 752, 70 L.Ed.2d 700 (1982). We do not believe, however, that this is such a case. Vasquez has alleged more than “a mere abstract objection” to Defendants’ removal of the cross from the county seal. See Suhre, 131 F.3d at 1086. To the contrary, he has held himself out as a member of the community where the seal is located, as someone forced into frequent regular contact with the seal, and perhaps most importantly, as someone “directly affected” by his “unwelcome direct contact” with the seal. If we assume for the moment that the revised seal did, in fact, convey an anti-Christian message, then it is understandable that Vasquez would feel aggrieved by that message. He should, accordingly, be able to seek a legal remedy. See Schempp, 374 U.S. at 224 n. 9, 83 S.Ct. 1560 (<HOLDING>); Suhre, 131 F.3d at 1087 (“Plaintiffs who ‘are Options: A. holding that parents who brought suit challenging certain religiouslyrelated practices in public schools were without standing to challenge religious practices at baccalaureate programs because their children who were enrolled in elementary schools were not adversely affected by the challenged practice B. holding that the challenged practices were not consumeroriented under 349 because they were directed only at prospective insurance agents C. holding that plaintiffs had established an injury in fact because the challenged activity directly affected their recreational aesthetic and economic interests D. holding that regulations issued by commissioner of food and drugs were ripe for review because they were definitive immediately effective and directly and immediately affected petitioners daily business activities E. holding that plaintiffs had standing because they were directly affected by the laws and practices against which their complaints were directed

assistant: The best answer is E. holding that plaintiffs had standing because they were directly affected by the laws and practices against which their complaints were directed
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 Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

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: From time to time on and after the date hereof, Pubco, the Company and Investor shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the end of the Valuation Period, the Purchase Price shall be established. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within one (1) Trading Day following the end of the Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

assistant: Closings
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 letter, along with the Employee Confidentiality and Inventions Agreement and the Arbitration Agreement attached as Exhibit A, sets forth the entire agreement including all terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement signed by the Company and by you. Any employment policies represented herein may be modified from time to time at the Company’s sole discretion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the sole and entire agreement among the parties hereto with respect to the purchase and sale of the Property and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent or right-of-entry agreement executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.

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: its employees for work-related reasons. The Court held that “requiring an employer to obtain a warrant whenever the employer wished to enter an employee’s office, desk, or file cabinets for a work-related purpose would seriously disrupt the routine conduct of business and would be unduly burdensome.” Id. at 722, 107 S.Ct. 1492 (plurality); see also id. at 732, 107 S.Ct. 1492 (Scalia, J., concurring) (agreeing with the plurality’s “special needs” conclusion). Additionally, “the privacy interests of government employees in their place of work ..., while not insubstantial, are far less than those found at home or in some other contexts.” Id. at 725, 107 S.Ct. 1492 (plurality); see also Nat'l Treasury Employees Union v. Von Raab, 489 U.S. 656, 665-67, 109 S.Ct. 1384, 103 L.Ed.2d 685 (1989) (<HOLDING>). In Earls, 536 U.S. at 825, 122 S.Ct. 2559, Options: A. holding that drug testing of customs employees falls within the special needs exception for similar reasons B. holding if a plaintiffs claim is concerned with rights created within the contractual relationship it falls within the tucker act C. recognizing exception D. holding that the special needs exception did not apply to very similar facts E. recognizing special circumstances exception

assistant: The best answer is A. holding that drug testing of customs employees falls within the special needs exception for similar reasons
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: dep., 8/18/00, at 28-29.) This evidence is sufficient for a jury to find that Textile Biocides did not use its best efforts to market Reputex. Therefore, summary judgment is not appropriate on the best efforts aspect of Avecia’s contract counterclaim against Textile Biocides. Avecia alleges that Saniclean breached the exclusive supply agreement by not buying any Reputex. (Exhibit DC-3, answer, counterclaims ¶25a.) “A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.” 6 Del. Code §2-306(2). See also, Wood v. Lucy, Lady Duff-Gordon, 118 N.E. 214 (N.Y. 1917) (Cardozo, J.) (<HOLDING>). This obligation protects the seller who, in Options: A. recognizing implied covenant to market gas B. recognizing implied duty to produce and market C. recognizing implied duty to market D. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product E. holding that the shape of a product was not an advertising idea because there was no allegation in the complaint that the design itself was a trademark or was intended to distinguish the product from others that might enter the market citation omitted

assistant: The best answer is D. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product
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: deliver, and possession of drug paraphernalia. We find no error in the trial court’s denial of his motion to suppress, and we do not address it further. However, because Davis sufficiently alleged the existence of an adversarial relationship with his counsel in his letter to the trial court, which we construe to be an amendment to his motion to withdraw plea, the trial court erred by summarily denying his motion. We therefore affirm Davis’s judgments and sentences but reverse and remand for the trial court to conduct a limited evidentiary hearing pursuant to Sheppard v. State, 17 So.3d 275, 287 (Fla.2009). In Dav A 2009) (recognizing that a general allegation of a conflict with counsel is insufficient to warrant a hearing). But see Collins v. State, 68 So.3d 251, 251 (Fla. 2d DCA 2010) (<HOLDING>). We need not decide that issue however because Options: A. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination B. holding that trial court was not required to conclude that wife was disabled for alimony purposes where she testified about her disability and offered documentation of her social security disability benefits but where she produced no medical testimony and where other evidence indicated that she was otherwise active and did not stay in bed all day as she claimed C. holding that where appellant alleged she had not been properly represented and that counsel told her she could change her mind about plea until the very last minute trial court should have conducted sheppard hearing D. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex E. holding that the elevenyearold victims twentyonemonth delay in reporting her grandfathers inappropriate sexual conduct was adequately explained where the child testified that she did not tell anyone about the incident because her grandfather told her not to tell she did not think anybody was going to believe her and she felt scared and threatened by the defendant

assistant: The best answer is C. holding that where appellant alleged she had not been properly represented and that counsel told her she could change her mind about plea until the very last minute trial court should have conducted sheppard hearing
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 effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 4 of the Third Amendment and Restatement Agreement.

assistant: Effectiveness
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 Employment Term, the Company shall pay Executive a base salary (the “ Base Salary ”) at the annual rate of the equivalent of US$1,500,000 payable in pounds sterling (“ GBP ”), converted at an exchange rate equal to the average of the daily US$:GBP spot exchange rates published by the Bank of England on each business day beginning thirty (30) days prior to the Commencement Date and ending as of the business day immediately prior to the Commencement Day. The Base Salary shall be payable in arrears, in accordance with the usual payment practices of the Company. Salary shall be inclusive of any sums receivable (and shall abate by any sums received) by the Executive as director’s fees from any Group Company or otherwise arising from any office held by the Executive by virtue of his employment under this Agreement. Executive’s Base Salary shall be subject to periodic review by the Board, not less frequently than annually, for possible increase and any such increased rate will thereafter be the Base Salary for all purposes of this Agreement. Under no circumstances may the Base Salary be decreased during the Employment Term.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall maintain accurate records itemizing and describing the kind, type, quality, quantity and value of its Equipment and all dispositions thereof, and shall furnish Agent with a current schedule containing the foregoing information upon request by Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Billings v. Union Bankers Ins. Co., 918 P.2d 461, 464-65 (Utah 1996); Bushey v. Allstate Ins. Co., 164 Vt. 399, 670 A.2d 807, 809 (1995); Warmka v. Hartland Cicero Mut. Ins. Co., 136 Wis.2d 31, 400 N.W.2d 923, 925 (1987); State Farm Mut. Auto. Ins. Co. v. Shrader, 882 P.2d 813, 825 (Wyo.1994). Although the standard has the benefit of being fairly widespread, we reject it for two reasons. First, adopting the “fairly debatable” standard would not resolve the conflict that we face. A jury finding of bad faith would still be predicated upon a negative proposition — that coverage of the insured’s claim was not fairly debatable. See, e.g., Gilbert, 646 So.2d at 593 (stating that plaintiff in bad faith case must prove “the absence of a debatable reason”); Tokles & Son, 605 N.E.2d at 943 (<HOLDING>); Billings, 918 P.2d at 464-66 (holding that Options: A. holding action by judgment creditor of insured against insurer for bad faith failure to settle claim against insured not a direct action within section 1332c proviso B. holding title company liable for bad faith C. holding that a bad faith claim is a tort D. holding that insured not liable for bad faith when claim was fairly debatable E. holding insurer not liable for bad faith when it denied insureds claim based on a good faith dispute regarding the interpretation of a rule

assistant: The best answer is D. holding that insured not liable for bad faith when claim was fairly debatable
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: 471 U.S. 146 105 S.Ct. 1859 85 L.Ed.2d 112 OKLAHOMA, petitioner,v.Timothy R. CASTLEBERRY and Nicholas Raineri No. 83-2126 Supreme Court of the United States April 1, 1985 On Writ of Certiorari to the Court of Criminal Appeals of Oklahoma. PER CURIAM. 1 The judgment is affirmed by an equally divided Court. 2 Justice POWELL took no part in the decision of this case.

assistant: 1
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: which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. 2. The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: b. they materially alter it. Iowa Code § 554.2207. Whether an additional term “materially alter[s]” the terms of the parties’ contract depends on whether the term “result[s] in surprise or hardship if incorporated without express awareness by the other party.” Iowa Code § 554.2207, cmt. 4; see also All-Iowa Contracting Co. v. Linear Dynamics, Inc., 296 F.Supp.2d 969, 979 (N.D.Iowa 2003) (<HOLDING>). In Sudenga Industries, Inc. v. Fulton Options: A. holding that an additional term did not materially alter the contract because the plaintiff cannot profess to be surprised by an additional term in an invoice when the price quotation contained the identical term B. holding that use of the term enhancement also a pr ebooker term did not require reversal where district court properly considered the guidelines to be advisory C. holding that a second extended term cannot be imposed on an offense occurring before the imposition of the first extended term under njsa 2c445b1 D. holding that there can be no implied contractual term at variance with an express term of a contract E. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance

assistant: The best answer is A. holding that an additional term did not materially alter the contract because the plaintiff cannot profess to be surprised by an additional term in an invoice when the price quotation contained the identical term
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon written request by any Indemnified Party, Borrower shall defend the Indemnified Party(ies) (if requested by any Indemnified Party, in the name of the Indemnified Party) against any claim for which indemnification is required hereunder, by attorneys and other professionals approved by Agent. Notwithstanding the foregoing, (a) upon the occurrence and during the continuation of an Event of Default, or (b) if any Indemnified Party determines that (i) Borrower’s attorneys and professionals are not defending any claim or proceeding in a manner reasonably acceptable to Indemnified Parties, or (ii) their interests, in connection with any claims or proceedings, conflict with those of Borrower, such Indemnified Party may engage its own set of attorneys and other professionals for such claim to defend or assist them, Borrower’s attorneys shall consult in all respects with Indemnified Parties’ law firm with respect to such claim or proceeding and no compromise or settlement shall be entered without Agent’s consent, which consent shall not be unreasonably withheld. Upon demand, Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

assistant: Expenses