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 Subscription Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via fax, e-mail (including as a .pdf or with any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we reserve the right to suspend or terminate your access to the services with notice to you if : ( a ) you 're in breach of these terms , ( b ) you 're using the services in a manner that would cause a real risk of harm or loss to us or other users , or ( c ) you do n't have a paid account and have n't accessed our services for 12 consecutive months .

assistant: Unilateral termination
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 pay and discharge prior to the delinquency date thereof all taxes of every kind and nature, all water charges, sewer rents and assessments, levies, permit fees, inspection and license fees, and all other charges imposed upon or assessed against the Secured Property or any part thereof or upon the revenues, rents, issues, income, and profits of the Secured Property and, unless Borrower is making monthly deposits with Administrative Agent in accordance with Section 1.11 hereof, Borrower shall exhibit to Administrative Agent validated receipts (or other commercially reasonable evidence of payment) showing the payment of such taxes, assessments, water charges, sewer rents, levies, fees, and other charges which may be or become a lien on the Secured Property within ten (10) days after Administrative Agent’s request therefor. Should Borrower default in the payment of any of the foregoing taxes, assessments, water charges, sewer rents, or other charges and such default continues for five (5) business days after receipt of written notice from Administrative Agent, Administrative Agent may, but shall not be obligated to, pay the same or any part thereof, and amounts so paid shall be secured by this Instrument, and Borrower shall, on demand, reimburse Administrative Agent for all amounts so paid. Notwithstanding the foregoing, Borrower may contest any taxes, water charges, sewer rents and assessments, levies, permit fees, inspection and license fees, and all other charges imposed upon or assessed against the Secured Property so long as Borrower has notified Administrative Agent in writing prior to doing so and so long as Borrower does so in good faith and in accordance with the procedures established for such protest and/or contest pursuant to Applicable Law, during which time the foregoing requirement shall be abated with respect to taxes, assessments and/or charges being protested and/or contested, and no Event of Default shall then exist. Administrative Agent may, in its reasonable discretion and in a manner so as not to hinder Borrower’s ability to comply with applicable procedure for any such protect or contest, require Borrower to post adequate security or a surety bond, reasonably satisfactory to Administrative Agent, to protect Lenders’ interest during such contest.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a court should defer resolution of a False Claims Act case pending an agency’s determination of one or more issues in the case have rejected it.’ ” Id. at 354 n. 60 (quoting Claire M. Sylvia, The False Claims Act-Fraud Against the Government § 10:13, at 474 (2004)). See, e.g., United States ex rel. Plumbers & Steamfitters Local Union No. 38 v. Roen Constr. Co., 183 F.3d 1088, 1091-92 (9th Cir.1999) (“[A] false certification that workers have been paid at the legally required wage rate may give rise to liability under the FCA. If, as the Plumbers allege, [the defendant] submitted such false certifications, it may be liable under the False Claims Act.”); United States ex rel. Plumbers & Steamfitters Local Union No. 342 v. Dan Caputo Co., 152 F.3d 1060, 1062 (9th Cir.1998) (per curiam) (<HOLDING>); Gabelli, 345 F.Supp.2d at 354-57 (concluding Options: A. holding that the employees of government contractors do not have a cause of action for back pay against employers who violate the davisbacon act B. holding the same with respect to violations of the fifth amendment C. holding the same with respect to an apartment D. holding that a contractors employees were not within the scope and course of their employment when they deviated from their work to shoot at squirrels E. holding in fca suit regarding contractors classification of employees for purposes of the davisbacon act that deferral to the department of labor was proper only with respect to the resolution of how particular types of work should be classified but not with respect to whether the contractors misclassified their employees

assistant: The best answer is E. holding in fca suit regarding contractors classification of employees for purposes of the davisbacon act that deferral to the department of labor was proper only with respect to the resolution of how particular types of work should be classified but not with respect to whether the contractors misclassified their employees
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: if you believe that any action has been taken against your black diamond slots account in error , please visit : http://risingtidegames.helpshift.com/a/black-diamond-casino , or if you believe that any action has been taken against your natural motion game account in error , please email contact@naturalmotion.com .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay by either Party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter.

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: This Agreement may be executed in multiple counterparts ( including via facsimile or electronically via PDF ) , each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the cause without which no recovery would have taken place.”); In re Spencer, 35 B.R. 280, 281 (Bankr.N.D.Ga.1983) (finding that creditor’s actions in locating assets and opposing discharge qualified for recoupment of expenses under § 503(b)(3)(B)). This reading, however, is inconsistent with the plain language of § 503(b)(3)(B), which provides that it is the “creditor” who must “recover.” When the creditor merely provides investigative assistance or otherwise helps the trustee locate assets, it is the trustee who ultimately recovers rather than the creditor. See Cybergenics, 330 F.3d at 565 (“[I]nvestigative assistance would not implicate § 503(b)(3)(B) because the [creditors’] committee would not itself recover the property.”); In re Beale, 358 B.R. 744, 745-47 (Bankr.N.D.Ill.2006) (<HOLDING>); In re Blount, 276 B.R. 753, 763 Options: A. holding that trustee may bring assigned creditor claims where estate is the real party in interest B. holding that a valid judgment hen is enforceable against the property of the estate recovered by the trustee C. holding that creditor that conducted investigations and assisted trustee in recovering assets for estate could not recoup expenses under 503b3b because it was the trustee who recovered D. holding that the indenture trustee has a separate contractual claim for its fees and expenses E. holding that a chapter 7 trustee was the only person with authority to bring a cause of action after the appointment of a trustee

assistant: The best answer is C. holding that creditor that conducted investigations and assisted trustee in recovering assets for estate could not recoup expenses under 503b3b because it was the trustee who recovered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Second Amendment, the other Loan Documents and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent with respect thereto, in accordance with Section 9.04 of the Credit Agreement. The agreement set forth in this Section 8.04 shall survive the termination of this Second Amendment and the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: even its factually misleading and legally incorrect character because of the attribution to the Georgia Supreme Court. Absent the attribution, the claim would have been severely prejudicial. Telling the jurors that the sentiment was that of the highest court in the state created a severe danger that they would defer to such an expert legal judgment in their choice of penalty. Even though this was the sole impropriety in Huffs closing, it is extremely disturbing. In considering this argument in light of the facts of this ease, we conclude that Drake has shown a “reasonable probability” that this improper remark caused the death verdict. While the evidence of a vicious attack on Eberhart was overwhelming, the evidence to implicate Drake was not. See Brooks v. Kemp, 762 F.2d at 1402 n. 27 (<HOLDING>); see also, Strickland v. Washington, — U.S. -, Options: A. holding that the bia rule is unreasonable in this context B. recognizing that comity is particularly important in context of foreign bankruptcy proceedings C. holding controlling question in entrapment defense is whether the defendant is a person otherwise innocent whom the government is seeking to punish for an alleged offense which is the product of the creative activity of its own officials D. recognizing that it is appropriate in this context to consider weakness in the evidence of guilt since an important aspect of the jurisprudence is to minimize the risk that an innocent person will be executed E. holding that while the nonprevailing partys financial condition is not appropriate to consider in determining whether to award attorneys fees it is appropriate to consider when determining the amount of the attorneys fees

assistant: The best answer is D. recognizing that it is appropriate in this context to consider weakness in the evidence of guilt since an important aspect of the jurisprudence is to minimize the risk that an innocent person will be executed
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: benefit by ensuring that the agency obtains the most advantageous contract available. Thus, a district court may not overturn a procurement decision “unless the aggrieved bidder demonstrates that there was no rational basis for the agency’s decision.” Sea-Land Servs., Inc. v. Brown, 600 F.2d 429, 434 (3d Cir. 1979); see also R.A. Glancy & Sons, Inc. v. U.S. Dep’t of Veterans Affairs, 180 F.3d 553, 557 (3d Cir. 1999); Coco Bros. Inc. v. Pierce, 741 F.2d 675, 679 (3d Cir. 1984) (recognizing that discretion to award in-junctive relief in procurement cases “is restricted to circumstances where the gov ernmental agency’s action is illegal or irrational”). However, if the agency provides a rational basis for its action, our inquiry comes to an end. See Princeton Combustion, 674 F.2d at 1022 (<HOLDING>). Accordingly, we turn now to DRPA’s arguments Options: A. holding a bid award may be set aside if either 1 the procurement officials decision lacked a rational basis or 2 if the procurement procedure involved a violation of regulation or procedure B. holding that a bid award may be set aside if either 1 the procurement officials decision lacked a rational basis or 2 the procurement procedure involved a violation of regulation or procedure C. holding that as a matter of law where the procurement decision was rational a reviewing court may not award injunctive relief despite the presence of procedural irregularities in the procurement process D. holding that the definition of procurement under the tucker act is broader than the definition of procurement contract in the fgcaa such that an agency can engage in a procurement process for the purposes of the tucker act even though it is using a cooperative agreement instead of a procurement contract to memorialize the parties agreement E. holding that in bid protest cases a bid award may be set aside if either 1 the procurement officials decision lacked a rational basis or 2 the procurement procedure involved a violation of regulation or procedure

assistant: The best answer is C. holding that as a matter of law where the procurement decision was rational a reviewing court may not award injunctive relief despite the presence of procedural irregularities in the procurement process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement (other than Section 5 and Section 6 ) shall terminate upon the earliest to occur of ( i ) its termination by the written agreement of all parties hereto or their respective successors in interest, ( ii ) with respect to a Stockholder, the date on which all shares of Common Stock held by such Stockholder have ceased to be Registrable Securities, ( iii ) with respect to the Company, the date on which all shares of Common Stock have ceased to be Registrable Securities and ( iv ) the dissolution, liquidation or winding up of the Company. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement.

assistant: Terminations
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: 28 U.S.C. § 1291, we agree with counsel that Defendant’s appeal is “wholly frivolous.” Anders, 386 U.S. at 744, 87 S.Ct. 1396. We consequently grant counsel’s motion to withdraw and dismiss this appeal. See id. (explaining that once we determine an appeal is “wholly frivolous” we may “grant counsel’s request to withdraw and dismiss the appeal”). I. Police discovered Defendant’s shotgun after responding to a 911 call initiated by Defendant’s ex-girlfriend, Joanna Underwood. According to the evidence presented at Defendant’s sentencing hearing, which included the testimony of two police officers who responded to Defendant’s home and a signed statement Underwood gave police, the essential facts of this case are as follows. See United States v. Scott, 529 F.3d 1290, 1298 (10th Cir.2008) (<HOLDING>); see also Fed.R.Evid. 1101(d)(3). Dispatch Options: A. holding that confrontation clause protections do not extend to sentencing hearings B. recognizing that the federal rules of evidence do not apply to sentencing hearings C. holding that because the rules of evidence including the rule against hearsay do not apply to sentencing hearings the district court did not err in relying on hearsay in ordering restitution D. holding that disputes as to evidence admitted at a restitution hearing are meritless because the rules of evidence do not apply during sentencing proceedings E. holding that because restitution hearings are a part of sentencing and have nothing to do with a defendants guilt or innocence the rules of evidence do not apply

assistant: The best answer is B. recognizing that the federal rules of evidence do not apply to sentencing hearings
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 term of employment under this Agreement shall be for the period beginning on the Commencement Date and ending on the close of business on January 4, 2021 (the “Term”), or such earlier date upon which the Executive’s employment is terminated by either Party in accordance with the provisions of this Agreement.

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: The Participant is hereby granted an aggregate of 19,290 Phantom Units under the Plan, consisting of 11,574 Time Vested Units and 7,716 Performance Vested Units, conditioned on satisfying the applicable vesting conditions set forth in this Agreement and on Exhibit A attached hereto, subject to Section 1.2 hereof. The Participant acknowledges and agrees that the Company has no obligation to grant any Performance Vested Units with respect to 2017 because none would have vested based on the failure to achieve the performance conditions established by the Compensation Committee for such year.

assistant: Vesting
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 must be signed by Anaya and delivered to the Company (Cantel Medical Corp., Attention: Peter Clifford, EVP and CFO, 150 Clove Road, Little Falls, New Jersey 07424-2139) no later than November 14, 2016 (the “Deadline”). Provided that this Agreement is timely signed by Anaya and timely delivered to the Company and that this Agreement is not thereafter timely revoked by Anaya pursuant to Section 16 below, this Agreement will be deemed effective and enforceable as of the eighth day after the date that this Agreement is signed by Anaya and delivered to the Company (“Effective Date”). If this Agreement is not signed by Anaya and delivered to the Company by the Deadline or if this Agreement is timely revoked by Anaya pursuant to Section 16 below, this Agreement will not become effective or enforceable and Anaya will not be entitled to receive and will not receive the Severance Benefits provided for under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed.

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: This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania executed and to be performed wholly within such Commonwealth, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Loans and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cahill Gordon & Reindel LLP and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole, and (b) to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: remained at all times with the Trustee, but did assign to the Arbogasts “the burden of producing at least some useful evidence regarding what the funds deposited into an entireties account are ultimately spent on.” Arbogast, 466 B.R. at 308. The Trustee argues that the law’s exemption for constructive fraud purposes of funds later used for “reasonable and necessary expenses” constitutes an affirmative defense, and that the burden of persuasion should therefore have rested with the Arbogasts. Pennsylvania law appears to us to be silent as to whether the demonstration that funds were used for “reasonable and necessary expenses” is an affirmative defense or instead, a negation of the plaintiffs prima facie case. See, e.g., Watters v. DeMilio, 16 Pa. D. & C.2d 747, 752-53 (Ct.Com.Pl.1957) (<HOLDING>). Cases from other jurisdictions arising in Options: A. holding nature of motion is determined by its substance not its title B. recognizing this rule C. recognizing this as the general rule D. recognizing rule E. recognizing the rule but offering no hint as to its nature

assistant: The best answer is E. recognizing the rule but offering no hint as to its nature
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall use the proceeds of the Initial Term Loans, solely as set forth in Section 4.16. The Borrower shall not request any Term Loans, 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 Term Loans (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, in each case in violation of applicable Sanctions 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: This Agreement, the Notes and the other Credit Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

assistant: Governing Laws
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 be extended to the child support context, the doctrine must be asserted by or on behalf of the child, not by the biological father for his own benefit. Further, we are unpersuaded that a biological father can be relieved of his obligation to support his child through an adoption agreement among the biological father, the biological mother, and a proposed and expectant adoptive father who expresses his intent to adopt. Under New Mexico law, a biological father cannot walk away from his parental child support responsibilities without court approval. In New Mexico, there exists at the very least a presumption that the biological father is responsible for child support absent court-ordered relief to the contrary. See Wallis v. Smith, 2001-NMCA-017, ¶¶ 8-9, 16, 130 N.M. 214, 22 P.3d 682 (<HOLDING>); Tedford v. Gregory, 1998-NMCA-067, ¶ 24, 125 Options: A. holding biological father responsible under uniform parentage act for back child support notwithstanding stepparents support of child B. holding that misrepresentation by a woman to a man that she was practicing birth control was insufficient under the uniform parentage act and new mexico public policy to relieve the man as the biological father of child support obligation C. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child D. holding that a woman can consent to a search of a bedroom shared by herself and the man she lived with including the closet E. holding that unmarried father is entitled to show that he could not have reasonably expected his biological child to be born in utah after biological mother left california immediately prior to childs birth without informing father where birth would occur

assistant: The best answer is B. holding that misrepresentation by a woman to a man that she was practicing birth control was insufficient under the uniform parentage act and new mexico public policy to relieve the man as the biological father of child support obligation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each of its Subsidiaries have filed all Federal, State and other Tax returns and reports required to be filed, and have paid all Federal, State and other Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted, which suspend enforcement or collection of the claim in question and for which adequate reserves have been provided in accordance with GAAP, except, where the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There are no proposed Tax assessments or other Tax claims against the Borrower or any Subsidiary that would, if made, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.11 , neither any Loan Party nor any Domestic Subsidiary thereof is party to any tax sharing agreement, the primary subject of which is Tax, other than any tax sharing arrangements solely among the Loan Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding the Company, the General Partner, QTS LLC or any other Quality Company, owners or their past or present employees, directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of the Company, the General Partner, QTS LLC or any other Quality Company, their owners or their past or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.

assistant: Non-Disparagement
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: property to a third party for $8,500. The original owner then attempted to redeem the property and argued that the redemption amount was based on $8,500 paid at the subsequent sale, not the $380,000 paid at the foreclosure sale. This Court, while noting that the sale price should be reduced by the amount of the insurance proceeds the bank received when the house on the property was destroyed, concluded that § 6-5-253(a) referred to the sale price at the foreclosure sale, not at the subsequent sale. We stated that “both the plain meaning and the existing precedent governing this statute lead us to conclude that Pitts must pay Gangi the purchase price paid by Bank One at the foreclosure sale.” Pitts, 896 So.2d at 436. See also Dicie v. Morris, 285 Ala. 650, 653, 235 So.2d 796, 798 (1970) (<HOLDING>). Additionally, the LLC argues that the word Options: A. holding that the mortgagee had no right to rents under its assignment of rents during the redemption period because it purchased the property for the full amount of the mortgage debt at its foreclosure sale B. holding that debtor not bank paid the propertytax redemption amount even though debtor paid this amount using proceeds of loan from the bank C. holding that the debtors right to cure ended when the sheriff accepted the bid at the foreclosure auction even though the order confirming the sale had not been entered at the time of the bankruptcy filing D. holding that a foreclosure action becomes final only when the order confirming sale establishes who gets the property at what price and what deficiency judgment if any will be entered against the mortgagor E. holding that the redemption price was based on the amount bid at foreclosure and not what the subsequent purchaser paid for the property

assistant: The best answer is E. holding that the redemption price was based on the amount bid at foreclosure and not what the subsequent purchaser paid for the property
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: (N.D.1975). In addition, our court previously considered N.D.C.C. § 28-27-02(5), the very subsection cited by the Board, explicitly concluding the denial of a motion to dismiss for lack of jurisdiction does not involve the merits of a claim. Schaff v. Kennelly, 69 N.W.2d 777, 779-80 (N.D.1955). Rather the denial of a motion to dismiss, like the denial of a motion for summary judgment, is “merely interlocutory and, leaving the case pending for trial, it decides nothing, except that the parties may proceed with the case.” Rude v. Letnes, 154 N.W. 2d 380, 381(N.D.1967). See also Imperial Oil of North Dakota v. Hanson, 510 N.W.2d 598, 601 (N.D.1994) (noting “[e]ven a jurisdictional reason does not normally warrant an intermediate appeal”); Newman v. Hjelle, 133 N.W.2d 549, 554 (N.D.1965) (<HOLDING>); Beresina Sch. Dist. No. 23 v. Steinwandt, 60 Options: A. holding an order denying a motion for summary judgment is interlocutory and not appealable B. holding an order denying a motion to dismiss for lack of subject matter jurisdiction is not immediately appealable because it does not fall into one of the enumerated categories of section 143330 and such order does not finally determine anything C. holding that a denial of a 12b2 motion for lack of personal jurisdiction on the ground of sovereign immunity is immediately appealable D. holding that immediate right to appeal lies from denial of motion to dismiss for lack of personal jurisdiction E. holding a decision denying a motion to dismiss an action for lack of personal and subject matter jurisdiction is not appealable

assistant: The best answer is E. holding a decision denying a motion to dismiss an action for lack of personal and subject matter jurisdiction is not appealable
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: remand, the court’s inquiry into the subpoenas’ reasonableness should take into account the trustee’s need for the information and the availability of the information from other sources; the inquiry also should consider the danger inherent in subpoenaing criminal counsel regarding his client’s affairs. 2. Modification of Subpoena Compliance Procedure Required We next consider whether the bankruptcy court’s procedure provides adequate protection of the interests implicated by the challenged subpoenas — e.g., the various privileges raised by appellants. The bankruptcy court accurately concluded that a determination whether material is privileged or otherwise protected requires a particularized review of the material. See United States v. Argomaniz, 925 F.2d 1349, 1355-56 (11th Cir.1991) (<HOLDING>). Such a determination also requires the Options: A. holding that court must review assertions of the privilege on a questionbyquestion basis B. recognizing privilege C. holding that to establish an attorneyclient privilege a corporate officer must make it clear that he is consulting the inhouse counsel on a personal basis and the counsel must accept the representation D. holding that production of documents without a claim of privilege waives the right to later claim that privilege E. holding that for purposes of certiorari review court of appeals must identify the basis for refusing to treat an issue

assistant: The best answer is A. holding that court must review assertions of the privilege on a questionbyquestion basis
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: control, the conduct of the salespersons who allegedly discriminated against the Holleys with respect to the sale of real estate. While we recognize that corporate officers and shareholders are generally shielded from personal liability, we agree with the Seventh Circuit that “where common ownership and management exists, corporate formalities must not be rigidly adhered to when inquiry is made of civil rights violations.” Matchmaker, 982 F.2d at 1098. Thus, under relevant HUD regulatory history, and because the duty not to discriminate is a non-delegable one, we join other courts in holding that officers can be individually liable for discriminatory acts of corporate employees under their management and control. See e.g., Tropic Seas, 887 F.Supp. at 1365; Northside, 605 F.2d at 1354 (<HOLDING>). Our decision recognizes the duty under the Options: A. holding that the principal is liable for an agents acts committed within the scope of the agents employment B. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation C. holding that the real estate brokers law which provided for the investigation of the acts of real estate brokers and the suspension or revocation of their licenses for specified acts is penal and must be strictly construed D. holding president and vicepresident of real estate corporation accountable for discriminatory acts of their agents whether or not the officers directed or authorized the particular discriminatory acts that occurred E. holding that no prohibition prevents the imposition of liability vicariously on corporate persons on account of the acts of their agents particularly where the corporation benefitted by those acts

assistant: The best answer is D. holding president and vicepresident of real estate corporation accountable for discriminatory acts of their agents whether or not the officers directed or authorized the particular discriminatory acts that occurred
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 Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements. For the avoidance of doubt, Stock may be tendered or held back by the Company in excess of the minimum amount required to be withheld for Federal, state, and local taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Assignee and its successors and assigns and shall inure to the benefit of Assignor and its successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With Laws
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 parties agree that this Agreement and the Release (if and when executed) are confidential and each party agrees not to disclose any information regarding the terms of this Agreement or the Release to any Person, except that the Company may disclose information regarding the terms of this Agreement or the Release to its Affiliates and any lenders or as required by law or regulation or the rules of any stock exchange or market on which the Company's securities are listed or traded, and the Executive may disclose information regarding the terms of this Agreement or the Release to his immediate family. Each party may also disclose this information to its tax, legal or other counsel. Each party shall instruct each of the foregoing not to disclose the same to anyone.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to any compensation payable hereunder, the Company shall also reimburse Executive for all expenses reasonably incurred by Executive in connection with the services performed on behalf of NeoGenomics under this Agreement including, but not limited to, airfare, hotel, food, and a standard mileage allowance pursuant to IRS guidelines for travel on Company business using a personally owned vehicle (collectively “Business Expenses”), upon providing the original receipts and an expense report for such expenses in accordance with the Company’s expense reimbursement policy then in effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to use his senses, and cannot recover if he blindly relies upon a misrepresentation the falsity of which would be patent to him if he had utilized his opportunity to make a cursory examination or investigation. Mans, 516 U.S. at 70-71, 116 S.Ct. 437. In applying these legal principles to the case at bar, the Court reaches the following conclusions. B. Is the Debt Non-dischargeable Based on False Representations or False Pretenses? In this case, Turbo cannot recover under the false representation/false pretense arm of § 523(a)(2)(A) because the allegedly false representations made by the Borschows — promising to use the loan proceeds in a certain way in the future— does not describe a past or current fact. See Bercier, 934 F.2d at 692; Jacobson, 2006 WL 2796672; Roeder, 61 B.R. at 181 (<HOLDING>). Further, Turbo listed the elements of actual Options: A. holding that false arrest and false imprisonment claim were not duplicative B. holding that a false representation of a material matter of fact is a necessary element of a rescission claim C. recognizing that a debtors promise related to a future action is not a representation concerning a current or past fact and therefore is not a false representation or false pretense under 523a2a D. holding that fraud claim requires proof that the defendant made a material representation that was false E. holding that false arrest is one means of committing false imprisonment

assistant: The best answer is C. recognizing that a debtors promise related to a future action is not a representation concerning a current or past fact and therefore is not a false representation or false pretense under 523a2a
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: employee welfare benefit programs that reimbursed subscribers who purchased Loestrin 24, but also include three individuals who purchased Loestrin 24 for their' own use. “In Illinois Brick, the Supreme Court held that indirect purchasers of goods produced by firms engaged in anticompetitive conduct were too remote from that conduct to be regarded as injured” under federal antitrust law. Nexium I, 968 F.Supp.2d at 409 (citing Illinois Brick Co. v. Illinois, 431 U.S. 720, 746-48, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977)). In response to Illinois Brick, “some states have passed laws ... which expressly grant end-payors the right to sue for antitrust violations.” Solodyn, 2015 WL 5458570 at *15; see generally California v. ARC Am. Corp., 490 U.S. 93, 109 S.Ct. 1661, 104 L.Ed.2d 86 (1989) (<HOLDING>). Unable to bring claims under federal law, the Options: A. holding that subcontractor could recover damages from general contractor for delay in performance under state law B. holding that a plaintiff may proceed with a claim against the state for breach of contract only where the state implicitly waives its sovereign immunity by expressly entering into a valid contract through an agent of the state expressly authorized by law to enter into such contract C. holding that the united states may bring suit against a state to enforce compliance with federal law D. holding that state liability only accrues as expressly authorized by law E. holding that states may expressly grant indirect purchasers the right to recover under state law

assistant: The best answer is E. holding that states may expressly grant indirect purchasers the right to recover under state 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 legal provision and list the applicable contract clause categories. Provision: Each Grantor hereby waives, to the extent permitted by Applicable Law, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements to collect such deficiency.

assistant: Waivers