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 case excerpt and choose the best holding from the options. Case excerpt: desire to reunite with his child. Second, their interaction with Kish gave no reason to doubt his credibility. Kish gave Defendants a detailed account of the alleged plan to accomplish Steiner’s suicide, along with a diagram indicating where he had personally observed the medications. Kish repeated his allegations under oath before the Wayne County Assistant Prosecutor, Stevens, and his testimony remained consistent. Accordingly, Defendants had reasonable grounds to believe they would find medications at Re-gets’s home and Steiner’s hotel room. Re-gets has failed to cite any authority that Defendants were required to more thoroughly investigate Kish and his claims before seeking the issuance of the search warrants. See, e.g., United States v. Kini-son, 710 F.3d 678, 682 (6th Cir.2013) (<HOLDING>). Regets also argues that Kish’s statement Options: A. holding corroboration of named informants statements some of which included suspects hearsay enhanced informants reliability B. holding that a known informants statement can support probable cause even though the affidavit fails to provide any additional basis for the known informants credibility C. holding that probable cause may be gleaned from the hearsay statements of informants D. holding that the subjective reason for making the arrest need not be the criminal offense as to which the known facts provide probable cause E. holding that probable cause can be established on the basis of unverified hearsay fleeting observations or by tips received by unnamed reliable informants

assistant: The best answer is B. holding that a known informants statement can support probable cause even though the affidavit fails to provide any additional basis for the known informants credibility
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: ” Haines v. Kerner, 404 U.S. 519, 520, 92 S.Ct. 594, 30 L.Ed.2d 652 (1972) (per curiam). Accordingly, pro se complaints are liberally construed. See Wilson v. Civil Town of Clayton, Ind., 839 F.2d 375, 378 (7th Cir.1988). In order to state a cause of action under 42 U.S.C. § 1983, the Supreme Court requires only two elements: “First, the plaintiff must allege that some person has deprived him of a federal right. Second, he must allege that the person who has deprived him of the right acted under color of state ... law.” Gomez v. Toledo, 446 U.S. 635, 640, 100 S.Ct. 1920, 64 L.Ed.2d 572 (1980). These elements may be put forth in a “short and plain statement of the claim showin ealth under Helling v. McKinney, 509 U.S. 25, 113 S.Ct. 2475, 125 L.Ed.2d 22 (1993). Id. at 35, 113 S.Ct. 2475 (<HOLDING>); Oliver v. Deen, 77 F.3d 156, 159-60 (7th Options: A. holding that an inmate stated a cause of action under the eighth amendment by alleging that prison officials had with deliberate indifference exposed him to levels of ets that posed an unreasonable risk of serious damage to his future health B. holding that prison officials will not be found liable under the eighth amendment unless the official knows of and disregards an excessive risk to inmate health C. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation D. holding that in order to state a violation of the eighth amendment an inmate must demonstrate that prison officials showed deliberate indifference to serious medical needs E. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs

assistant: The best answer is A. holding that an inmate stated a cause of action under the eighth amendment by alleging that prison officials had with deliberate indifference exposed him to levels of ets that posed an unreasonable risk of serious damage to his future health
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 shall be binding upon and inure to the benefit of the Borrower, the other Borrower Parties, each member of the Lender Group and their respective successors and assigns; provided, that the Borrower shall be entitled to delegate any of its duties hereunder or assign any of its rights or remedies set forth in this Amendment without the prior written consent of Administrative Agent in its sole discretion. No Person other than the Borrower, the other Borrower Parties and the Lender Group and, in the case of Section 6 hereof, the Releasees, shall have any rights hereunder or be entitled to rely on this Amendment and all third-party beneficiary rights (other than the rights of the Releasees under Section 6 hereof) are hereby expressly disclaimed.

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 legal provision and list the applicable contract clause categories. Provision: The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Lessor and Tenant shall each pay the fees and expenses of the appraiser appointed by it, and each shall pay one-half of the fees and expenses of the Final Appraiser, and one-half of all other costs and expenses, incurred in connection with each appraisal.

assistant: Costs
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: presumption of collusion to upstream assignments. Accord that it was not disturbing prior decisions in cases where a claimant makes a bona fide, absolute transfer of its claims to a diverse citizen for the purpose of invoking federal jurisdiction. Kramer, 394 U.S. at 828, 89 S.Ct. 1487. In such cases, the Court has held that federal jurisdiction is proper, and the motives of the transfer are irrelevant. Id. For instance, in Black & White Taxicab & Transfer Co. v. Brown & Yellow Taxicab & Transfer Co., 276 U.S. 518, 48 S.Ct. 404, 72 L.Ed. 681 (1928), the Court held that it was not collusive for a non-diverse corporation to dissolve and transfer its property into a new corporation for the purpose of creating diversity of citizenship. Id. 60 U.S. 327, 16 S.Ct. 307, 40 L.Ed. 444 (1895) (<HOLDING>) (emphasis added). We conclude that subject Options: A. holding that the action on the part of the corporation in making payments for so long a period without objection constituted a ratification of the agreement by the corporation B. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity C. holding that jurisdiction was collusively obtained when a corporation made a grant of disputed land to a newlycreated outofstate corporation without exchanging any valuable consideration D. holding that claims of corporation vest in corporation E. recognizing that agents of a corporation may be held criminally responsible for crimes committed in the name of the corporation

assistant: The best answer is C. holding that jurisdiction was collusively obtained when a corporation made a grant of disputed land to a newlycreated outofstate corporation without exchanging any valuable consideration
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: Treacy’s brief wants the MCPDA to pay him. But I do not believe we can ignore, just because of counsel’s motivation, that Treacy’s brief did, in fact, argue Treacy was denied his constitutional right to trial counsel at public expense. The record indicates Treacy attended at least two of the three hearings held by the trial court regarding who was responsible for paying his attorney fees. This suggests Treacy cared about whether MCPDA would be responsible for those costs. As well he should have — if MCPDA does not pay for Treacy’s trial counsel, then those fees presumably become Trea-cy’s responsibility. From that, F would infer Treacy has sufficient interest to remain the Appellant in this proceeding. See, e.g., KeyBank Nat. Ass’n v. Michael, 737 N.E.2d 834, 851 (Ind.Ct.App.2000) (<HOLDING>). Based on Treacy’s involvement in this Options: A. holding that where a security agreement contained collateral other than collateral for which creditor advanced funds to debtor since it secured antecedent debts as well as new debt and the agreement provided that the security interest secured payment and performance of the debtors present and future debts to the creditor the creditor did not have a pmsi and the debtors could avoid the creditors lien on collateral claimed as exempt B. holding a secured creditor has standing to appeal a ruling that impacted its financial interest in collateral C. holding that prevailing party has no standing to appeal D. recognizing that a secured creditor is not unjustly enriched by receiving collateral that has increased in value without expense to the second creditor E. holding that property seized by a creditor prior to debtors bankruptcy was property of the estate even though creditor the irs held a secured interest a tax lien in the property

assistant: The best answer is B. holding a secured creditor has standing to appeal a ruling that impacted its financial interest in collateral
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: As of the Execution Date, to A EGIS ’ knowledge, A EGIS is in compliance in all respects with all Laws that are applicable to the ownership, operation or use of any of the Excipients or A EGIS Technology. To A EGIS ’ knowledge, there are no events, conditions, circumstances, activities, practices, incidents or actions of A EGIS relating to the A EGIS Technology that would interfere with or prevent compliance with or give rise to any liabilities or investigative, corrective or remedial obligations with respect to the A EGIS Technology under applicable Laws.

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 case excerpt and choose the best holding from the options. Case excerpt: is a tool the jury may utilize to gauge the defendant’s intent and is helpful in situations in which the defendant’s intent to deceive may be unclear. For example, if the defendant asserts that he was merely joking, that the statements were mere puffery, or that the statements were merely sharp business dealing, evidence that the statements would have deceived a person of ordinary prudence and comprehension is evidence that defendant actually intended to deceive. United States v. Coffman, 94 F.3d 330, 333-34 (7th Cir.1996) (Posner, J.) (rejecting “unreasonable victim argument”; the ordinary prudence standard helps the jury determine if defendant had fraudulent intent and helps distinguish between sharp dealing and fraud). Thus, the ordinary pruden r, 609 F.2d 126, 132 (5th Cir.1980) (<HOLDING>); Linden v. United States, 254 F.2d 560, 567-68 Options: A. holding that the victims negligence is not a defense to criminal conduct B. holding that criminal conduct of third party is not superseding cause that relieves negligent actor from liability when criminal conduct is foreseeable result of actors negligence C. holding that insanity is a complete defense to the criminal charge D. holding comparative negligence not defense to intentional tort E. holding that the basis of liability is negligence and not injury

assistant: The best answer is A. holding that the victims negligence is not a defense to criminal conduct
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 is personal to you and may not be assigned by you. This Agreement will inure to the benefit of and be binding upon the Company and its respective successors and assignees, and any such successor or assignee will be deemed substituted for the Company under this Agreement for all purposes. As used herein, the terms “successor” and “assignee” include any person or entity that at any time, whether by purchase, merger or otherwise, directly or indirectly acquires ownership of the Company or to which the Company assigns this Agreement by operation of law or otherwise.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employer shall pay the Executive a base salary (the “Base Salary”), at a rate of $500,000 per year, plus such other compensation as the Employer may, from time to time, determine in its sole discretion. The Compensation Committee of the Board of Directors of HoldCo (the “Compensation Committee”), shall review annually the amount of the Executive’s Base Salary, and may increase, but not decrease, such Base Salary to such amount as the Employer may determine in its sole and absolute discretion. Such Base Salary and other compensation shall be payable in accordance with the Employer’s normal payroll practices (and in no event less frequently than monthly) as in effect from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Spark hereby represents and warrants that, as of the Effective Date, neither Spark nor any of its Affiliates, nor, to its knowledge, any other Person that will be involved in activities under this Agreement has been debarred or is subject to debarment, and neither Spark nor any of its Affiliates will knowingly use in any capacity, in connection with this Agreement, any Person who has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or who is the subject of a conviction described in such section. Spark agrees to inform Selecta in writing immediately if it or any Person who is performing activities hereunder is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of Spark’s knowledge, is threatened, relating to the debarment or conviction of Spark or any Person used in any capacity by Spark or any of its Affiliates in connection with this Agreement. Spark shall, and shall require its Affiliates and sublicensees to, conduct all Development, Manufacture and Commercialization of Licensed Products in compliance with applicable Law.

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 legal provision and list the applicable contract clause categories. Provision: Unless the Compensation Committee directs otherwise before a Change of Control, in the event of a Change of Control, UGI shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of UGI, or a division or Affiliate thereof, (i) to acknowledge expressly that this SERP is binding upon and enforceable against such successor in accordance with the terms hereof, (ii) to become jointly and severally obligated with UGI to perform the obligations under this SERP, and (iii) to agree not to amend or terminate the SERP for a period of three years after the date of succession without the consent of the affected Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: techniques and discovery procedures.” Fact work product traditionally protects that information which relates to the case and is gathered in anticipation of litigation. Opinion work product consists primarily of the attorney’s mental impressions, conclusions, opinions, and theories. Whereas fact work product is subject to discovery upon a showing of “need” and “undue hardship,” opinion work product generally remains protected from disclosure. Florida Rule of Civil Procedure 1.280(b)(3) permits the disclosure of work product if the party seeking discovery “has need of the materials in the preparation of the case and is unable without undue hardship to obtain the substantial equivalent of the materials by other means.” Id. at 1384, 1885 (Fla.1994) (citations omitted) (emphasis added) (<HOLDING>); cf. State, Dep’t of Health & Rehabilitative Options: A. recognizing that although the fourth circuit has not yet addressed the issue partial discharge may be granted to the extent that it would be an undue hardship for the debtor to have to pay that portion of the loan that is to be discharged B. holding that al though the material sought was work product the party seeking discovery showed that it would not be able to obtain the materials without undue hardship C. holding a party seeking mandamus must serve the party against whom relief is sought D. holding that it is not an undue hardship for a teacher to work a full calendar year E. holding that the party asserting work product protection has the burden of establishing that the doctrine applies

assistant: The best answer is B. holding that al though the material sought was work product the party seeking discovery showed that it would not be able to obtain the materials without undue hardship
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 variety of rules of self-restraint have been developed over the years, one of which has surfaced in this case. Generally, courts refuse to decide disputes presented in a lawsuit when the party asserting an issue is not properly situated to seek an adjudication. See Alons v. Iowa Dist. Ct, 698 N.W.2d 858, 864 (Iowa 2005). This doctrine is now called standing, although it began to develop as a doctrinal rule long before a designation of its title. Today, the doctrine not only serves to limit which persons may bring a lawsuit, but it has developed into a larger cultural doctrine, concerned with the “ ‘role of the cour prudential restrictions on judicial action based on policy grounds that help explain a general, compatible approach to standing. See Reitz, 50 Am. J. Comp. L. at 459-61 (<HOLDING>). Thus, we return to our general two-prong test Options: A. recognizing significant differences in text of state and federal equal protection clauses B. holding that when applying state law a federal court is bound to follow the highest court in the state C. holding federal courts should follow state court decisions that are based on facts essentially indistinguishable from the facts at hand D. recognizing doctrine E. recognizing most states essentially follow the federalstanding doctrine but also citing differences in state and federal law

assistant: The best answer is E. recognizing most states essentially follow the federalstanding doctrine but also citing differences in state and federal 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 case excerpt and choose the best holding from the options. Case excerpt: with a disability who, with or without reasonable accommodation, can perform the essential functions of the employment position that such individual holds or desires.” 42 U.S.C. § 12111(8). To determine whether Kaplan is a “qualified individual” we must resolve two issues: (1) whether Kaplan was able to perform the essential functions of the peace officer position at the time of his termination without an accommodation, and (2) whether Kaplan was entitled to reasonable accommodation to help him perform the essential job functions of a peace officer. A. We first address whether Kaplan could perform the essential job functions of a deputy marshal without accommodation at the time of his termination. See Weyer v. Twentieth Century Fox Film Corp., 198 F.3d 1104, 1112 (9th Cir.2000) (<HOLDING>). We conclude that he could not. As a part of Options: A. holding that statements plaintiff made to obtain disability insurance were binding admissions that he could not perform the essential functions of his job B. holding an employee must be able to perform essential job functions at the time of termination C. holding that ada may obligate employer to reassign disabled employee who can no longer even with reasonable accommodation perform the essential functions of her job D. holding that employee who frequently missed work was not a qualified individual able to perform the essential functions of her job either with or without a reasonable accommodation as required to support disability discrimination and reasonable accommodation claims under the rehabilitation act E. holding that a must be cured or 100 healed policy is a per se violation of the ada because the policy does not allow a casebycase assessment of an individuals ability to perform essential functions of the individuals job with or without accommodation

assistant: The best answer is B. holding an employee must be able to perform essential job functions at the time of 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: This Agreement shall be deemed to be a contract made under and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Texas Finance Code Chapter 346 (which regulates certain revolving loan accounts and revolving tri-party accounts), shall not apply to this Agreement or the transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect as provided under Texas Finance Code, §303.002, as limited by Texas Finance Code §303.009.

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 Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fifth Amendment by telecopy, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Fifth Amendment.

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: Neither the Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of Holdings or the Borrowers furnished to the Agent or the Lenders by Holdings or the Borrowers (such information being referred to collectively herein as the “ Borrower Information ”), except that each of the Agent and each of the Lenders may disclose Borrower Information (i) to its and its Affiliates’ employees, officers, directors, agents and advisors to whom disclosure is required to enable the Agent or such Lender to perform its obligations under this Agreement and the other Loan Documents or in connection with the administration or monitoring of this Agreement and the other Loan Documents by the Agent or such Lender (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement and the other Loan Documents, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement and the other Loan Documents or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.08 , to any assignee or participant, or any prospective assignee or participant, (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 9.08 by the Agent or such Lender, as the case may be, or (B) is or becomes available to the Agent or such Lender on a non-confidential basis from a source other than Holdings, the Borrowers or any of their Subsidiaries and (viii) with the consent of the Borrowers.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the customer who has contracted with evernote and the administrator of the evernote business account ( as `` customer '' and `` administrator '' are defined in the applicable evernote business agreement ) have the responsibility to and agree to share the terms of such separate agreement with each individual whose user account is linked to that evernote business account ( `` end user '' ) .

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: This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

assistant: Applicable 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: Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions, nor performance of this Agreement by the Company will (a) conflict with or violate the Company Organizational Documents or the equivalent organizational documents of any Company Subsidiary, (b) assuming receipt of the approvals referenced in Section 4.6 , if required for consummation of the Merger, conflict with or violate any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law including Regulatory Laws (each, a “ Law ”) or any charge, temporary restraining order or other order, writ, injunction (whether preliminary, permanent or otherwise), judgment, guideline, doctrine, guidance, decree, ruling, determination, directive, corporate integrity agreement or similar agreement, award or settlement, whether civil, criminal or administrative (each, an “ Order ”), or any rule or regulation of any securities exchange on which the Company Common Stock is listed for trading, in each case applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right, including any right of consent, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, sublease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of any of them is bound or affected (including any Company Material Contract and any permits), except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults or other occurrences which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. On each date when the payment of any principal, interest or fees are due hereunder or under any Loan Document, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with Administrative Agent (as such account shall be designated by the Borrower in a written notice to Agent from time to time, the “ Borrower Account ”) an amount sufficient to pay such principal, interest or fees in full on such date. The Borrower hereby authorizes the Administrative Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from the Borrower Account, and (B) if and to the extent any payment of principal, interest or fees under this Agreement or any Loan Document is not made when due to deduct any such amount from any or all of the accounts of the Borrower maintained at the Administrative Agent. The Administrative Agent agrees to provide written notice to the Borrower of any automatic deduction made pursuant to this Section showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse the Borrower based on their Applicable Percentage for any amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.

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: Executive represents and warrants to the Company, and Executive acknowledges that the Company has relied on such representations and warranties in offering to employ Executive, that neither Executive's duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by Executive prior to his employment by the Company. In addition, Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate Executive's employment for Cause.

assistant: Representations
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: Jr., Judicial Review and the Political Question Doctrine: Reviving the Federalist "Rebuttable Presumption" Analysis, 80 N.C.L. REV. 1165, 1166-67 (2002). 180 . Alexander Oil Co. v. City of Seguin, 825 S.W.2d 434, 436 n. 3 (Tex. 1991) ("There is no provision for judicial inquiry into a municipality’s motives to annex land.... The determination of boundaries is a question for the political branches of government rather than judicial. Consequently, the court may not substitute its judgment for that of the municipality. City of Wichita Falls v. State ex rel. Vogtsberger, 533 S.W.2d 927, 929 (Tex.), cert. denied, 429 U.S. 908, 97 S.Ct. 298, 50 L.Ed.2d 276 (1976).”). 181 . See, e.g., Texas Workers’ Comp. Comm’n v. Bridge City, 900 S.W.2d 411, 414-415 (Tex.App.—Austin 1995, pet. denied) (<HOLDING>); Kirby v. Edgewood Indep. Sch. Dist., 761 Options: A. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes B. holding that whether the legislature has complied with article iii section 61 of the texas constitution which states that the legislature shall provide suitable laws for the administration of workers compensation insurance for municipalities is a political question committed to the legislature C. holding that the court assumes the legislature acquiesced in our interpretation of the language because the legislature had not amended the language D. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted E. holding that in order for there to be state debt in the constitutional sense one legislature in effect must obligate a future legislature to appropriate funds to discharge the debt created by the first legislature

assistant: The best answer is B. holding that whether the legislature has complied with article iii section 61 of the texas constitution which states that the legislature shall provide suitable laws for the administration of workers compensation insurance for municipalities is a political question committed to the legislature
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 any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Nevada without regard to choice of law considerations.

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 hereby waives, releases and discharges, to the extent permitted by law, any right which the Borrower has or may have at law, in equity or by statute, to require the Lender to pursue or otherwise avail itself of any rights or remedies which it has or may have against the Borrower or any other person or entity in respect of the payment or performance of the Pledge Obligations or to pursue or exhaust any of its rights or remedies in respect of any other security at any time held by it for the payment or performance of the Pledge Obligations. The obligations of the Borrower hereunder shall remain in full force and effect without regard to, and shall not be released or discharged or in any way affected by (i) the institution of any bankruptcy, insolvency, reorganization, debt arrangement, readjustment, composition, receivership or liquidation proceedings by or against the Borrower or Company; or (ii) any other circumstance which otherwise might constitute a defense to, or a discharge of, the Borrower or the Company with respect to the Pledge Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: did not present any summary judgment evidence controverting Farmers’s claim that he did not sign and return the original EUO. Perrotta’s own affidavit, included in his response to the summary judgment, does not claim that he ever signed or returned the EUO to Farmers. As such, Farmers’s summary judgment proof established as a matter of law that Perrotta did not comply with the EUO provision of the policy, and Perrotta presented no evidence to create a fact issue about his noncompliance. A clear reading of the policy, coupled with the summary judgment proof presented, shows that Perrotta breached a term of the policy. Perrotta’s own breach of the policy precludes him from maintaining suit for breach of contract. See Gulf Pipe Line Co. v. Nearen, 135 Tex. 50, 138 S.W.2d 1065, 1068 (1940) (<HOLDING>); D.E.W., Inc. v. Depco Forms, Inc., 827 S.W.2d Options: A. holding that a commercial buyer of defective goods cannot maintain a strict liability or negligence suit for economic loss to the product as the remedy is a breach of warranty suit under the ucc B. holding a party to a contract who is himself in default cannot maintain a suit for its breach C. holding that a party cannot claim damages for breach of contract unless he has shown his full compliance with the contract and is not acting in bad faith D. holding that party may not recover damages for breach of contract where its own bad faith caused the other partys breach E. holding party in breach could not maintain suit for breach of contract

assistant: The best answer is B. holding a party to a contract who is himself in default cannot maintain a suit for its breach
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 Zapata approach, Mass. Gen. Laws ch. 156D, § 7.44, cmt. 2 (West 2010), but nothing in our opinion in Hasan relied on any unique facets of Massachusetts law in determining the appropriate standard of review, see Hasan, 729 F.2d at 374. Therefore, because Hasan does not cabin itself to special litigation committee motions under Massachusetts law, or to special litigation committee motions explicitly brought under Rule 56, it further supports reviewing de novo the district court’s decision in this case. Additionally, consistent with the Erie doctrine, federal law governs the standard of review of a summary judgment motion in a diversity case. Gafford v. Gen. Elec. Co., 997 F.2d 150, 165-66 (6th Cir.1993); but see K & T Enters., Inc. v. Zurich Ins. Co., 97 F.3d 171, 176 (6th Cir.1996) (<HOLDING>). Because reviewing a summary judgment motion Options: A. holding that the standard of review for the denial of rule 11 sanctions is governed by the law of the regional circuit B. holding that state law provides the standard of review for a denial of a rule 50 motion in a diversity case C. holding in the context of a diversity case that the evidentiary effect accorded the violation of a safety rule is a matter of state law D. holding that the standard of review for the denial of a motion for reconsideration is governed by the law of the regional circuit E. holding that review of the denial of a motion to compel arbitration is under the de novo standard

assistant: The best answer is B. holding that state law provides the standard of review for a denial of a rule 50 motion in a diversity case
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 a hypothetical knowledgeable buyer, which should be factored into the discount, include (1) that the family had experienced prior disagreement which precipitated the creation of the trust; and (2) that one family member had been allowed to independently manage the 16 parcels and that his management was poor. The Tax Court stated that these circumstances, that would have been perceived by a willing buyer, indicate that the remaining family members would be resistant to and make it difficult for an outside buyer. If these facts were available to a knowledgeable buyer, it is obvious th ing ownership of apartments “was not a sufficient basis for issuance of the notice [of deficiency], in light of the opportunity for further, and much needed, investigation”); Nicholson, 60 F.3d at 1029 (<HOLDING>). The IRS cannot merely rely on an expert’s Options: A. holding that irs could have discovered that its position was not justified had it adequately investigated the case before issuing the notice of deficiency B. holding that former sec 272f does not require that the commissioner wait until the period for filing a petition as to a deficiency notice expires before issuing another deficiency notice as to the same taxable year C. holding that a second deficiency notice issued for a taxable year was valid where it determined a deficiency in a different type of tax than did the earlier deficiency notice D. holding that a notice of tax deficiency sent to a taxpayer by the irs need not be signed in order to be valid E. holding that where notice of deficiency fails adequately to describe the basis on which the commissioner relies for his deficiency determination burden shifts to the commissioner to prove the accuracy of the deficiency determination

assistant: The best answer is A. holding that irs could have discovered that its position was not justified had it adequately investigated the case before issuing the notice of deficiency
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 Release and the Agreement constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms hereof, Executive’s employment hereunder shall commence on November 3, 2017 (the “Commencement Date”) and shall continue until terminated hereunder by either party (such term of employment referred to herein as the “Term”).

assistant: Terms