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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to indemnify headspace and its affiliates for all claims arising from or in connection with any claims to any rights in your user material or any damages arising from your user material .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: submitted to trial jury for resolution); Parks v. Pep Boys, 282 N.J.Super. 1, 8-12, 659 A.2d 471 (App.Div.1995) (affirming denial of summary judgment on liability and holding that question whether decedent’s voluntary inhalation of Freon sold by defendant to decedent’s fourteen-year-old companion constituted superseding cause that barred defendant’s liability for negligent sale of Freon raised causation issue for determination by jury at trial). In other contexts, our courts have determined that intervening events constituted superseding causes as a matter of law, where such events were sufficiently extraordinary or so clearly unrelated to the antecedent negligence that imposition of liability would be unreasonable. See Caputzal v. Lindsay Co., 48 N.J. 69, 77-80, 222 A.2d 513 (1966) (<HOLDING>); Meyer v. Board of Ed. of Middletown Twp., 9 Options: A. holding that even if defect in water softener caused rusty discoloration of water manufacturer was not liable to plaintiff who suffered idiosyncratic and unanticipated heart attack brought on by fright at sight of discolored water B. holding subsidence caused by negligent removal of water to be recoverable C. holding that general negligence question properly submitted issue of contractors negligent installation of water pipe D. holding that plaintiffs allegation that defendant had exclusive knowledge as the manufacturer did not support claim that defendant was aware of a defect E. holding a manufacturer strictly liable in tort for injury to plaintiff caused by defective power tool

assistant: The best answer is A. holding that even if defect in water softener caused rusty discoloration of water manufacturer was not liable to plaintiff who suffered idiosyncratic and unanticipated heart attack brought on by fright at sight of discolored water
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Guaranty or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise disclosed by those reports listed on Schedule II attached hereto and made a part hereof in respect of the Properties (referred to below collectively as the “ Environmental Reports ”), copies of which have been provided to Indemnitee, to Indemnitor’s knowledge and except as would not have a material adverse effect individually or in the aggregate on the business or condition (financial or otherwise) of Borrower or any Individual Borrower, (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on or under any Individual Property, except those that are both (i) in compliance with all Environmental Laws (defined below) and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Reports; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from any Individual Property which have not been remediated as required under Environmental Laws; (c) there is no threat of any Release of Hazardous Substances migrating to any Individual Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any Individual Property which has not been remediated as required under Environmental Laws; (e) none of Indemnitors know of, or have received, any written or oral notice or other communication from any Person (including, but not limited to, any Governmental Authority) relating to any Release or Remediation (defined below) of any Hazardous Substance, of possible liability of any Indemnitor pursuant to any Environmental Law, any other environmental conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f) no Toxic Mold (as defined below) is present in the indoor air of any Individual Property at concentrations for which any Legal Requirement applicable to such Individual Property requires removal thereof by remediation professionals, and Indemnitors are not aware of any conditions at any Individual Property that are likely to result in the presence of Toxic Mold in the indoor air at concentrations for which any Legal Requirement applicable to such Individual Property would require such removal; and (g) Indemnitors have truthfully and fully provided to Indemnitee, in writing, any and all material information relating to conditions in, on, under or from each Individual Property that is actually known to any Indemnitor and that is contained in the files and records of any Indemnitor, including, but not limited, to any reports relating to Hazardous Substances in, on, under or from each Individual Property and/or to the environmental condition of each Individual Property.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 120 S.Ct. at 2057. The Supreme Court held that the statute was unconstitutional because it infringed on a parent’s fundamental right to make decisions concerning the care, custody, and control of her children. Id. at 72, 120 S.Ct. at 2063. Troxel does not, however, affect the issue of establishing standing to intervene in an ongoing suit affecting the parent-child relationship presented by the case before us. In this case, section 102.004(b) does not interfere with a parent’s right to make decisions concerning her children. As shown below, before Carol could be awarded managing conservatorship, she was still required to overcome the strong parental presumption in favor of Tammy in a trial on the merits. See, e.g., In re SSI-I, 153 S.W.3d 132, 138 (Tex. App.-San Antonio 2004, no pet.) (<HOLDING>). As courts have repeatedly held, standing to Options: A. holding that troxel opinion did not affect issue of grandparent standing because texas family code standing statute does not overrule parental presumption B. holding individual standing issue waived C. holding that standing existed D. holding that the lack of shareholder standing under texas law does not implicate constitutional standing E. holding that stepgrandfathers suit should be dismissed because he lacked a justiciable interest and standing due to his failure to satisfy the requirements of the applicable standing statute in the family code

assistant: The best answer is A. holding that troxel opinion did not affect issue of grandparent standing because texas family code standing statute does not overrule parental presumption
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.

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: The representations and warranties in this Agreement shall survive Closing for a period of eighteen (18) months from the Closing Date whereupon they shall expire and be of no further force or effect, except that if within such period the indemnified party gives the indemnifying party written notice of a claim for breach thereof describing in reasonable detail the nature and basis of such claim, then such claim shall survive until the earlier of resolution of such claim or expiration of the applicable statute of limitations. The covenants and agreements in this Agreement shall survive Closing until performed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The period of existence of the Company (the “ Term ”) commenced on August 22, 2014 and shall end at such time as a certificate of cancellation is filed with the Secretary of State of Delaware in accordance with Section 12.04 .

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: So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, change the nature of its business. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary. Furthermore, so long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (i) sell, divest, acquire or change the structure of any material assets other than in the ordinary course of business or (ii) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity with respect to any Variable Rate Transaction or investment; provided, however, that the Borrower may sell or divest its metal-air battery business so long as it does so in accordance with Section 1.10 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: C. Defendant’s timely assertion of his right to a speedy trial ¶47. Bateman filed a demand for a speedy trial on February 3, 2010, two days after his arraignment, and 310 days after his arrest. Therefore, Bateman claims that this factor should weigh in his favor. ¶ 48. “Although it is the State’s duty to ensure that the defendant receives a speedy trial, a defendant has some responsibility to assert this right.” Taylor, 672 So.2d at 1261. “[F]ailure to assert this right will make it difficult for a defendant to prove that he was denied a speedy trial.” Barker, 407 U.S. at 532, 92 S.Ct. 2182. This Court has held that this factor weighs against a defendant who waits a significant amount of time after arrest to demand a speedy trial. C.f., Noe v. State, 616 So.2d 298, 301 (Miss.1993) (<HOLDING>); Wall v. State, 718 So.2d 1107, 1113 Options: A. holding that aggressiveness with which defendant asserted his speedy trial right was lacking because he merely filed one demand for speedy trial and opposed his original counsels withdrawal B. holding that the defendants failure to assert his right to a speedy trial until one year after his arrest weighed heavily against him under this barker factor C. holding that defendants assertion of his right to a speedy trial two months before his trial began did not satisfy this barker factor D. recognizing that djelay arising from hearing the defendants motions not caused by the prosecution is not weighed against the prosecution in a speedy trial analysis E. holding that a defendants failure to assert the right to speedy trial must be weighed against him in barker analysis

assistant: The best answer is B. holding that the defendants failure to assert his right to a speedy trial until one year after his arrest weighed heavily against him under this barker factor
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: Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer to Landlord’s transferee, and assumption by such transferee of Landlord’s obligations hereunder (including all obligations then accrued under this Lease), Landlord shall be released from any further obligations hereunder, and Tenant agrees to look first to such successor in interest of Landlord for the performance of such obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the items that could be seized. The government agents responsible did not minimize intrusions on privacy, however, but instead seized papers and records beyond those the warrant authorized. See United States v. Rettig, 589 F.2d 418, 423 (9th Cir.1978) (concluding that although the warrant was sufficiently particular, the executing “agents did not confine their search in good faith to the objects of the warrant, and that while purporting to execute it, they substantially exceeded any reasonable interpretation of its provisions”). Unlike cases where the magistrate judge erred in filling out the warrant but the government reasonably relied on the judge’s approval, here the magistrate judge properly authorized the warrant but the agents did not follow it. See Hurd, 499 F.3d at 969 (<HOLDING>); United States v. Hitchcock, 286 F.3d 1064 Options: A. holding that officers reasonably relied on the warrant though judge inadvertently failed to initial the appropriate line B. holding that the warrant application at issue did not specifically mention the presence of criminal activity at defendants residence but that the executing officers reasonably relied on the warrant C. holding that if the application for a warrant contains probable cause apart from the improper information then the warrant is lawful and the independent source doctrine applies providing that the officers were not prompted to obtain the warrant by what they observed during the initial entry D. holding that the warrant application at issue did not specifically mention the presence of criminal activity at defendants residence but that the executing officers reasonably relied on warrant E. holding that executing officers reasonably relied on judges determination that there was probable cause to search motel room even though search warrant affidavit failed to mention a connection between motel room and criminal activity

assistant: The best answer is A. holding that officers reasonably relied on the warrant though judge inadvertently failed to initial the appropriate line
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: P. Dep. at 11-15. In her position at the bank, Plaintiff worked with contracts for bank and credit cards, and was thus familiar with the assessment of risks and benefits required before entering into an agreement. As to the second factor, she knew of the agreement from May 11, 2009, then received it on June 3, 2009. Baltimore Aff. ¶¶ 5, 8. She signed it the next day, although the document said that she had 45 days to sign and return it to Defendant. Russo Aff., Ex. C; see Johnston v. Carnegie Corp. of N.Y., 2011 WL 1118662, at *3 (S.D.N.Y. Mar. 23, 2011) (adopting report and recommendation finding 21 days to consider an agreement was supportive of the contract’s validity under the second Bormann factor); Lambertson v. Kerry Ingredients, Inc., 50 F.Supp.2d 163, 169 (E.D.N.Y.1999) (<HOLDING>). Plaintiffs rapid turnaround of the severance Options: A. holding that a binding contract was formed when plaintiff was invited to tailor limitedliability release to fit his needs no suggestion was made that release constituted a counteroffer or that plaintiff was required to execute the specific release as a condition of settlement and communications clearly contemplated that plaintiff would change portions that were unacceptable B. holding that for purposes of revoking supervised release the applicable guidelines are those in effect at the time of the supervised release violations rather than those in effect at the time of initial offense C. holding that due process clause does not require a federal prisoner to receive credit for time spent on supervised release if release is revoked D. holding that release did not bar plaintiffs claim because plaintiff had no ground to suspect that act complained of had taken place when giving release E. holding that 24 hours is sufficient time for a plaintiff to review release

assistant: The best answer is E. holding that 24 hours is sufficient time for a plaintiff to review release
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: for a limited reach. The statute provides for a two-year statute of limitations not merely for ‘an act or omission of the attorney’ ... but rather for ‘an act or omission in the performance of professional services.’” Id. (emphasis in original). Thus, the court held that a plaintiffs claims against a law firm for tortious interference with contract, tortious interference with economic expectancy, inducement of breach of fiduciary duty, conversion of assets, and conspiracy to breach a fiduciary duty were not subject to the two-year limitations period under 735 ILCS 5/13-214.3(b) where the law firm had never undertaken to render professional services to the plaintiff. See 2004 WL 526739, at **3-4. Cf. Sinclair v. Bloom, No. 94 C 4465, 1995 WL 348127, at *4 (N.D.Ill. June 8, 1995) (<HOLDING>). Finally, in Polsky v. BDO Seidman the court Options: A. holding that an attorney for a debtor owes a general fiduciary duty to preserve the bankruptcy estate B. holding that an order imposing sanctions against an attorney for one of the parties in a pending case is final and therefore immediately appealable by the attorney C. holding that an attorney is a fiduciary under section 523a4 D. holding that claims against an attorney for undue influence and breach of fiduciary duty were governed by the twoyear limitations period under 735 ilcs 513 2143b where the defendant was acting as an attorney for the plaintiffs when the misconduct at issue occurred E. holding that no fiduciary duty existed between the plaintiff and defendant because there was no evidence that the parties agreed that defendant would be acting primarily for the benefit of the plaintiffs

assistant: The best answer is D. holding that claims against an attorney for undue influence and breach of fiduciary duty were governed by the twoyear limitations period under 735 ilcs 513 2143b where the defendant was acting as an attorney for the plaintiffs when the misconduct at issue 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 case excerpt and choose the best holding from the options. Case excerpt: capacity/efficiency exception pointed to above. Id. In such cases, to avoid liability the employer must reinstate with preference the previously terminated employee unless the person hired or reinstated (1) has greater company seniority, or (2) is clear and conclusively more efficient or capable. These preferential retention/recall rules must be followed to avoid liability even though the reason for the workforce reduction is otherwise considered just cause. In general, they must only be applied -within the occupational classification at the adversely impacted site. So they are normally applied comparing only the employees at the office, factory, branch or facility affected by the workforce reduction. See, Pages-Cahue v. Iberia Lineas Aereas de España, 82 F.3d 533, 540 (1st Cir.l996)(<HOLDING>). At another level, when there is a regular and Options: A. holding that state court could regulate the practice of law in federal courts located in the state B. holding that the qui tam provisions do not usurp the executive litigating function because the statute gives the executive branch substantial control over the litigation C. holding that state attorney general as member of executive department may assert claim of executive privilege D. recognizing as a matter of law executive privilege for governor E. holding there was no need to compare the seniority of adversely affected executive secretary located in the airport with the seniority of an executive secretary located in a different work site

assistant: The best answer is E. holding there was no need to compare the seniority of adversely affected executive secretary located in the airport with the seniority of an executive secretary located in a different work site
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: Affirmed. WEBSTER, J., concurs. BENTON, J., dissents with opinion. BENTON, J., dissenting. Because the order on appeal fails to afford the opinion of the expert medical advisor the presumption of correctness to which it is entitled, I respectfully dissent. Absent clear and convincing evidence of adequate grounds for rejecting it, the opinion of the expert medical advisor binds the judge of compensation claims. See Palm Springs Gen. Hosp. v. Cabrera, 698 So.2d 1352, 1356 (Fla. 1st DCA 1997). The opinion of the expert medical advis- or is presumed to be correct unless there is clear and convincing evidence to the contrary as determined by the judge of compensation claims. § 440.13(9)(c), Fla.Stat. (Supp.1994). See Walgreen Co. v. Carver, 770 So.2d 172, 174-75 (Fla. 1st DCA 2000) (<HOLDING>); Jacaranda Manor v. Randolph, 755 So.2d 781, Options: A. holding that it is the appellants burden to present a record to overcome the presumption of correctness of the trial courts findings B. holding that it is the duty of the appellant to overcome the presumption of the correctness of the trial courts judgment by demonstrating some reversible error C. recognizing presumption and finding that it was overcome D. holding that the ambiguity in the testimony of the cited jurors who were challenged for cause was insufficient to overcome the presumption of correctness owed to the trial courts findings E. holding evidence insufficient to overcome presumption of correctness

assistant: The best answer is E. holding evidence insufficient to overcome presumption of correctness
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: (i) None of the Partnership or any of its Subsidiaries is in violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any Governmental Authority having jurisdiction over it and (ii) none of the Partnership or its Subsidiaries is in breach, default (or an event that, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound, which breach, default or violation would, in either case, if continued, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership or the General Partner to perform its obligations under the Transaction Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Board of Directors of the Company and, at the Company’s expense, perform all actions reasonably requested by the Board of Directors of the Company (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

assistant: Intellectual 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: resulting “from the negligence of [the railroad] ... or by reason of any defect or insufficiency, due to its negligence, in its cars, engines, appliances, machinery, track, roadbed, works ... or other equipment.” 45 U.S.C. § 51. The Federal Railway Safety Act, which was enacted some 62 years after FELA, has as its stated purpose, to “promote safety in every area of railroad operations and reduce railroad-related accidents and incidents.” 49 U.S.C. § 20101. Pursuant to the FRSA, the Secretary of Transportation is directed to “prescribe regulations and issue orders for every area of railroad safety supplementing laws and regulations in effect on October 16, 1970.” 49 U.S.C. § 20103; see also CSX Transpor., Inc. v. Easterwood, 507 U.S. 658, 662, 113 S.Ct. 1732, 123 L.Ed.2d 387 (1993) (<HOLDING>). The FRSA contains a specific preemption Options: A. holding that the frsa of 1970 45 usc 431a gave the secretary of transportation broad powers to study and develop as necessary appropriate rules regulations orders and standards for all areas of railroad safety B. holding that reinstatement of the grievant a railroad employee terminated for drug and alcohol use violated the welldefined and dominant public policy against a railroads employment of individuals whose impaired judgment due to the use of drugs or alcohol could seriously threaten public safety and placed the railroad at risk of violating the federal railroad administration regulations C. recognizing equitable powers necessary and appropriate to carry out the provisions of this title D. holding adoption by secretary of transportation of manual on uniform traffic control devices issued under federal railroad safety act preempted state common law standards of care for grade crossings E. holding that where train speed and locomotive design complied with federal regulations railroad employees fela claims were preempted by the frsa since congress has established a policy of national uniformity of laws rules regulations orders and standards

assistant: The best answer is A. holding that the frsa of 1970 45 usc 431a gave the secretary of transportation broad powers to study and develop as necessary appropriate rules regulations orders and standards for all areas of railroad safety
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the other terms and conditions of this Agreement, the Lender hereby agrees that RCI Germany shall be permitted to consummate the Acquisition notwithstanding the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement; provided , that , the Acquisition complies with all requirements set forth in the definition of “Permitted Acquisition” other than the requirement that the Acquisition be consummated by a Loan Party. The consent set forth in this Section 1 shall not modify or affect the Loan Parties’ obligations to comply fully with the terms of Section 7.03 of the Credit Agreement or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document in the future. The consent set forth in this Section 1 is a one-time consent, is limited solely to the matters set forth in this Section 1 , and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Lender may have under the Credit Agreement or any other Loan Documents or under applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: explains the guidelines and provides concrete guidance as to how even unambiguous guidelines are to be applied in practice.”). There is no such stated purpose for the title, and we have held that the title of a statutory provision may be useful only when it sheds light on some ambiguous word or phrase. Adler v. Duval County Sch. Bd., 206 F.3d 1070, 1087 (11th Cir.1999), vac. on other grounds, 531 U.S. 801, 121 S.Ct. 31, 148 L.Ed.2d 3 (2000), and opinion reinstated, 250 F.3d 1330 (11th Cir.2001), cert. denied, — U.S. , 122 S.Ct. 664, 151 L.Ed.2d 579 (2001). No restriction is placed on the use of the application notes and, in fact, exactly the contrary is true— the guideline and the commentary must be “read together.” See, e.g., United States v. Pedragh, 225 F.3d 240, 244 (2d Cir.2000) (<HOLDING>). See also United States v. Gay, 240 F.3d 1222, Options: A. holding that sentencing guidelines commentary must be given controlling weight unless it violates the constitution or a federal statute or is plainly inconsistent with the guidelines itself B. holding that commentary accompanying guidelines is binding C. holding that guidelines and commentary have force of law that may not be disregarded by sentencing judge D. recognizing the guidelines commentary is authoritative E. holding that since the commentary is part and parcel of the sentencing guidelines manual and as the supreme court has pointed out is written by the same body that is charged with drafting the guidelines the two are to be read together

assistant: The best answer is E. holding that since the commentary is part and parcel of the sentencing guidelines manual and as the supreme court has pointed out is written by the same body that is charged with drafting the guidelines the two are to be read together
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 the occurrence of any event triggering the prepayment requirement under clauses (i) or (ii) above, the Borrower shall promptly deliver a Prepayment Notice to the Agent and upon receipt of such notice, the Agent shall promptly so notify the Lenders.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: difference in opinion among experts on the reliability of Vermont’s DMT machines and the effectiveness of the DOH’s maintenance procedures.” It is important, however, that defendants’ allegations were aimed at attacking the functioning of the DOH alcohol program gen ulative as applied to the functioning of the DMT machines in their particular cases, they did not present an issue of fact pertinent to the legal question of the test results’ admissibility. Therefore, the court properly found an evidentiary hearing unnecessary, noting that the development of evidence at trial regarding the machine’s reliability would provide a sufficient opportunity for the “adversary system to uncover, recognize, and take due account of the DOH’s shortcomings.” Cf. Senecal, 145 Vt. at 561, 497 A.2d at 353 (<HOLDING>). B. ¶ 16. Of course, our conclusion that the Options: A. holding that it is clear that hearsay evidence is admissible in a hearing on a motion to suppress B. holding that on review of a motion to suppress the appellate court is to give deference to a trial courts factual findings but legal conclusions are reviewed de novo C. holding that a legal conclusion on a motion to suppress is reviewed de novo D. holding that this court has jurisdiction to review the legal issues concerning whether the factual disputes a are genuine and b concern material facts E. holding that factual disputes regarding circumstances of traffic stop were pertinent to deciding legal issues in motion to suppress and thus hearing was necessary

assistant: The best answer is E. holding that factual disputes regarding circumstances of traffic stop were pertinent to deciding legal issues in motion to suppress and thus hearing was necessary
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 connection with any proposed transaction contemplated by Section 5.3(a) or Section 5.3(b) , each Management Stockholder shall take such actions as may be required and otherwise cooperate in good faith with the Company and the Sponsor Stockholders, including approving such reorganizations, mergers or other transactions and taking all actions requested by the Company or the MD Stockholders and the SLP Stockholders, acting jointly, and executing and delivering all agreements, instruments and documents as may be required in order to consummate any such proposed transaction contemplated by Section 5.3(a) or Section 5.3(b) . Without limiting the effect of any other provision of this Agreement, each of the Management Stockholders, by entering into this Agreement, and in consideration of the obligations hereunder agreed to by the other parties hereto, hereby (i) agrees to the provisions of this Section 5.3 (including, without limitation, the provisions under which each share of Class A DTI Common Stock held by such Management Stockholder shall be exchanged for a newly issued share of Class C DTI Common Stock), and (ii) knowingly, voluntarily, and intentionally forever waives, surrenders, and agrees not to assert, whether directly or derivatively, in an action at law or in equity, any claim that such Management Stockholder may now or hereafter have in connection with any conversion of shares provided for in this Section 5.3 (including, without limitation, any claim that the shares held by such Management Stockholder as a result of any such exchange or conversion are not validly issued and outstanding shares); provided , however , that nothing in the foregoing clauses (i) and (ii) of this Section 5.3(c) shall preclude any action or claim by any Management Stockholder to enforce the terms of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: only remaining defendants are the two individuals named in their official capacities, narrowing our inquiry concerning Eleventh Amendment immunity to whether the plaintiffs’ claims fall within the Ex parte Young doctrine, which allows plaintiffs to seek prospective equitable relief for violations of federal law by state officials. We conclude Ex parte Young applies and affirm the district court’s denial of the defendants’ motion to dismiss based on Eleventh Amendment immunity. II. Standard of Review Because an assertion of Eleventh Amendment immunity involves questions of law, we review the district court’s decision de novo. See Powder River Basin Resource Council v. Babbitt, 54 F.3d 1477, 1483 (10th Cir.1995); see also Dang v. UNUM Life Ins. Co., 175 F.3d 1186, 1189 (10th Cir.1999) (<HOLDING>). III. Eleventh Amendment Immunity Although Options: A. holding that statutory construction is a question of law which this court reviews de novo B. recognizing that appellate court reviews questions of law de novo C. recognizing that this court reviews de novo the trial courts interpretation and application of a statute to undisputed facts D. holding that an appellate court reviews a trial courts grant of a summary judgment motion de novo because it is a question of law E. holding appellate court reviews legal conclusions de novo

assistant: The best answer is B. recognizing that appellate court reviews questions of law de novo
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of contract claim is based on the same facts as its default claim. Consequently, FSIA’s commercial activity exception to immunity applies to Plaintiff's breach of contract claim for the same reasons it is applicable to the default claim. See DRFP, 622 F.3d at 515-18 (outlining how Venezuela’s refusal to pay the promissory notes caused a direct effect in the United States). 21 .The Court recognizes the potential application of other bodies of law, such as Swiss law, to the Notes in question. In analyzing the breach of contract claim, however, both parties appear to presume that Ohio law applies. Specifically, neither party advocates for the application of foreign law nor do the parties contend that applying foreign law would impact the outcome. See Wendy’s Intern., 2007 WL 710242, at *5 (<HOLDING>). For the reasons described below, Plaintiff's Options: A. recognizing that an ohio court should apply local law unless a party meets the burden of showing that foreign law requires a different result B. holding under texas version of the recognition act that public policy exception is not triggered simply because the body of foreign law upon which the judgment is based is different from the law of the forum or because the foreign law is more favorable to the judgment creditor than the law of the forum C. holding that a party relying on foreign law must plead and prove it and partys failure to do so entitles court to assume that foreign law is the same as forum law D. holding state law governs property interests in bankruptcy proceedings unless some federal interest requires a different result E. holding that a states law is materially different from california law if application of the other states law leads to a different result

assistant: The best answer is A. recognizing that an ohio court should apply local law unless a party meets the burden of showing that foreign law requires a different result
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment may be executed by fax or electronic mail, in PDF format, and no party hereto may contest this Amendment’s validity solely because a signature was faxed or otherwise sent electronically.

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: This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries during the remaining term of the Option.

assistant: Death
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: could ever be established by the testimony of a party, which concept the law long abandoned. See Schoenvogel ex rel. Schoenvogel v. Venator Group Retail, Inc., 895 So.2d 225, 238 (Ala.2004) (citing Herbert E. Tucker, Colorado Dead Man’s Statute: Time for Repeal or Reform?, 29 Colo. Law. 45, 45 (January 2000) (tracing the movement away from the common-law rule that rendered parties incompetent to testify in their own cases)). When the record contains no legitimate reason for questioning the credibility of a party’s statements, a decision to disregard those statements based solely on the fact that they assist the party in proving his or her case is necessarily arbitrary and contrary to the law. See generally Quock Ting v. United States, 140 U.S. 417, 11 S.Ct. 733, 35 L.Ed. 501 (1891) (<HOLDING>). The record lacks any basis on which the trial Options: A. holding that industrial commission is ultimate fact finder B. holding the question of necessity is one of mixed law and fact and accordingly one for the fact finder in the ordinary case C. holding that fact finder may draw reasonable inferences from evidence and choose which inference is most reasonable D. holding that a finder of fact may not arbitrarily disregard uncontradicted evidence E. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review

assistant: The best answer is D. holding that a finder of fact may not arbitrarily disregard uncontradicted evidence
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 extent not preempted by federal law, the Program, and all Award or other agreements hereunder, shall be construed in accordance with and governed by the laws of the state of Delaware without giving effect to principles of conflicts of laws.

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: This Award and Agreement will be interpreted and construed in accordance with and governed by the laws of the State of Minnesota, and all Participants agree to the exclusive venue and jurisdiction of the State and Federal Courts located in Hennepin County, Minnesota and waive any objection based on lack of jurisdiction or inconvenient forum. Any action relating to or arising out of this Plan must be commenced within one year after the cause of action accrued. This provision will not apply to Participants who relocate and primarily reside and work in California.

assistant: Venues
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 the event that you materially breach any of the restrictions in this Section 8 (which if such breach is curable, such breach is not cured to the Company’s reasonable satisfaction after the Company provides you a reasonable period of time to cure) you shall forfeit all of the applicable payments and benefits, described in Sections 2, 3 and 4 of this Letter, and the Company shall have the right to recapture and seek repayment of any such applicable payments and benefits under this Letter.

assistant: Forfeitures
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 connection with the purchase and sale of the Debentures as provided in Section 1(a) above, the Company shall, on the next interest payment date set forth in the Debentures, pay to each Holder all accrued and unpaid interest on such Holder’s Debenture through the Closing Date (as defined below).

assistant: Interests