flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.12(c) ) paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the applicable Loan Party shall not be obligated to indemnify the Administrative Agent, any Lender or the Issuing Bank for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent, such Lender or the Issuing Bank within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the applicable Loan Party by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. The Loan Parties shall also indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for any amount which a Lender or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by Section 2.12(g) ; provided that, such Lender or the Issuing Bank, as the case may be, shall indemnify the applicable Loan Party to the extent of any payment the applicable Loan Party makes to the Administrative Agent pursuant to this sentence. In addition, the Loan Parties shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10) Business Days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent, Lender (or its beneficial owners) or Issuing Bank as a result of any failure of any Loan Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to Section 2.12(d) , documentation evidencing the payment of Taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Thermo or any of its affiliates.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: evidence were introduced or victim was asked about it, we don’t have any way to resolve that event or to give any meaningful way for the jury to evaluate the event without having witnesses to either corroborate or impeach victim’s statements.” In the end, the court expressed its view that asking the victim about the California incident “would not be helpful to the jury” and it precluded defendant from questioning her about that incident or introducing other evidence about it. That ruling was not an abuse of discretion. A trial court has authority to preclude this type of cross-examination on allegedly false prior accusations when it reasonably determines that exploration of the previous incident would essentially require an unhelpful trial within a trial. See Arellano, 149 Or App at 91 (<HOLDING>); LeClair, 83 Or App at 131 (noting that the Options: A. recognizing that risk of unfair prejudice is diminished in bench trial B. recognizing that proof of extreme delay establishes prejudice C. recognizing the doctrine of collateral estoppel in agency proceedings D. recognizing that a delay in proceedings to explore a collateral matter can create a risk of prejudice E. holding that when determining whether a delay in prosecution violates a defendants right to a speedy trial courts must consider the length of the delay the reason for the delay whether the defendant asserted his rights and the resulting prejudice to the defendant

assistant: The best answer is D. recognizing that a delay in proceedings to explore a collateral matter can create a risk of prejudice
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: was enacted. See Bernklau, 291 F.3d at 803-06. The Board decision on appeal in the present case was issued on July 10, 2000, months before the November 2000 enactment of the VCAA. The Court concludes, therefore, that a remand for the Board to consider the matters on appeal in light of the VCAA sections codified at 38 U.S.C. §§ 5102, 5103, and 5103A is not required. See Bernklau and Dyment, both supra. The remaining sections of the VCAA are not implicated in this appeal. In particular, the appeal does not raise issues regarding well groundedness or the benefit-of-the-doubt doctrine. See, e.g., 38 U.S.C. § 5107; see generally Dela Cruz v. Principi, 15 Vet.App. 143, 148-49 (2001) (Court found that VCAA did not change benefit of the doubt doctrine); Luyster v. Gober, 14 Vet.App. 186 (2000) (<HOLDING>). With respect to the veteran’s motion for Options: A. holding that once secretary determined that claim was well grounded it was improper for this court to reconsider matter B. recognizing that nurses statements regarding nexus were sufficient to make a claim well grounded C. recognizing that only a claimant is entitled to the secretarys assistance in the development of the facts pertinent to the claim the benefit of the doubt and the determination whether the claim is well grounded D. holding that medical evidence as to nexus to service expressed as very well might have been although not conclusive suffices to well ground claim E. recognizing that vcaa requires remand for readjudication if claim had been denied as not well grounded

assistant: The best answer is E. recognizing that vcaa requires remand for readjudication if claim had been denied as not well grounded
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: return to work. Without establishing this prima facie case, Rincones’s claim fails as a matter of law. “Employees are similarly situated if their circumstances are comparable in all material respects, including similar standards, supervisors, and conduct.” Ysleta Indep. Sch. Dist. v. Monarrez, 177 S.W.3d 915, 917 (Tex. 2005) (per curiam). “The situations and conduct of the employees in question must be ‘nearly identical.’ ” Reyes, 272 S.W.3d at 594 (citation omitted); see also Edwards v. Grand Casinos of Miss., Inc., 145 Fed.Appx. 946, 948 n.2 (5th Cir. 2005) (per curiam) (noting that as to the similarly situated requirement, circumstances surrounding the compared employees must be “nearly identical”); Smith v. Wal-Mart Stores (No. 471), 891 F.2d 1177, 1180 (5th Cir. 1990) (per curiam) (<HOLDING>). “Employees with different responsibilities, Options: A. holding that an employee could not establish pretext when the employer in good faith believed that the employee engaged in misconduct regardless whether the employee in fact engaged in the misconduct B. holding that the employer had not demonstrated the employee was discharged for gross misconduct because the conduct was an isolated incident and the employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of the employees conduct C. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination D. holding that in order for plaintiff to prove that she was similarly situated to three other employees she had to demonstrate that all of the relevant aspects of her employment situation were nearly identical to those of the other employees E. holding plaintiffs burden was to show that the misconduct for which she was discharged was nearly identical to that engaged in by a male employee whom her employer retained internal quotation omitted

assistant: The best answer is E. holding plaintiffs burden was to show that the misconduct for which she was discharged was nearly identical to that engaged in by a male employee whom her employer retained internal quotation omitted
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 enter into a legally binding contract to purchase an item when you commit to buy an item , your offer for an item is accepted , or if you have the winning bid ( or your bid is otherwise accepted ) .

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: misrepresented the superiority of the MSCC process over the former FCC process and that TransAmerican could expect specific yields on implementing the MSCC process. To prevail on this claim under Illinois law, Orion had to establish that TransAmerican, its predecessor-in-interest, had justifiably relied on UOP’s allegedly fraudulent misrepresentations. See Barille, 224 Ill.Dec. 557, 682 N.E.2d at 123; Vigortone, 316 F.3d at 645. In accordance with the well-settled general rule, reliance is not justifiable when the alleged victim of a fraud ignored or “closed his eyes to a known or obvious risk.” Vigortone, 316 F.3d at 645 (citing Mayer v. Spanel Int'l, Ltd., 51 F.3d 670, 676 (7th Cir.1995)); see also Melko v. Dionisio, 219 Ill.App.3d 1048, 162 Ill.Dec. 623, 580 N.E.2d 586, 592 (1991) (<HOLDING>) (citing with approval AMP AT/Midwest, Inc. v. Options: A. holding that each class member was not required to prove justifiable reliance when an inference of reliance arises if a materially false representation was made to persons whose acts thereafter were consistent with reliance upon the representations B. holding that duty of inquiry suspended only if reliance on representations was reasonable C. holding that plaintiff failed to prove reasonable reliance on a false statement D. holding in the context of a non 212c iirira retroactivity challenge that if reliance were required we would insist at most upon objectively reasonable reliance and not subjective reliance E. holding that reasonable reliance is not an element of the defense

assistant: The best answer is B. holding that duty of inquiry suspended only if reliance on representations was reasonable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: This Agreement will come into force on the [date of its execution]6 and will continue in force [indefinitely, unless and until terminated in accordance with Clause [5] / until [date] [event], upon which it will terminate automatically, unless terminated in accordance with Clause [5]]. Upon termination: (b) all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 3, 5.2 to 5.4, and 6].

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 6 of the Employment Agreement (other than the Accrued Obligations) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.

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: THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement.

assistant: Miscellaneous
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: entertain the churches’ belated petition to modify the estate plan. Second, even if the probate court would entertain the petition, we view the chances of the churches winning reformation as small. Third, even if the churches were to prevail in reforming the indentures of trust, it is problematic whether that victory would change the ultimate analysis vis-a-vis BRMC’s entitlement to the bequest. After all, at the time of Ms. Krauss’s death, BRMC was functioning as a hospital and, thus, was still capable of applying the bequest to the care of indigent patients. And, finally, even if the churches succeeded in stripping away BRMC’s entitlement to the bequest, it is not certain that they would benefit. Cf., e.g., Town of Brookline v. Barnes, 324 Mass. 632, 87 N.E.2d 843, 845-47 (1949) (<HOLDING>). The bottom line, then, is that the churches’ Options: A. holding that a charitable gift which could not be distributed because of the legatees unwillingness to carry out the testators charitable intent could inspire an application of the doctrine of cy pres so that the court could order the bequest paid to a different institution and thus effectuate the testators charitable intent B. holding that a bankrupt hospital is not capable of implementing the purpose of a charitable bequest and that the hospital is therefore ineligible to receive the bequest C. holding that a charitable organizations religious purposes will not remove it from the purview of a property tax exemption D. holding that claim that trust should have been distributed directly to plaintiffs was for the benefit of the estate because it allegedly was to implement testators intent E. holding that the doctrine of ademption seeks to give effect to a testators probable intent by presuming he intended to extinguish a specific gift of property when he disposed of that property prior to his death

assistant: The best answer is A. holding that a charitable gift which could not be distributed because of the legatees unwillingness to carry out the testators charitable intent could inspire an application of the doctrine of cy pres so that the court could order the bequest paid to a different institution and thus effectuate the testators charitable intent
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 Transaction Documents, together with any exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we do not warrant that any information provided by us is accurate , complete , or useful , that our services will be operational , error free , secure , or safe , or that our services will function without disruptions , delays , or imperfections .

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: Such Buyer has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

assistant: Authorizations
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: as the nintendo account service is for your own personal recreational and non-commercial use , we are also not responsible for any loss of profit , loss of business , business interruption , loss of data or loss of business opportunity .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Borrowing were used solely (i) to effect the Specified Refinancing and (ii) for working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: money judgment through the doctrine of collateral estoppel.” To support that proposition, the State cites Sopcak v. Northern Mountain Helicopter Services, 924 P.2d 1006, 1008 (Alaska 1996), in which the Alaska Supreme Court held that, under Alaska law, the doctrine of “[collateral estoppel precludes relitigation of a previously determined issue where the first action is brought in a federal court and a second action is brought in state court.” The United States counters that, even if issue preclusion applies, the Eleventh Amendment does not prohibit its third-party claim, because any “subsequent state court judgment for [Pjlaintiff based on the federal court findings ... would be simply an ancillary effect of the district court judgment.” Cfi Edelman, 415 U.S. at 667-68, 94 S.Ct. 1347 (<HOLDING>). Although the Supreme Court has not confronted Options: A. holding that eleventh amendment does not bar federal suit against state official for prospective injunctive relief B. holding that the eleventh amendment precludes an award of injunctive or declaratory relief that is not prospective in nature C. holding that judgments for prospective relief that have an ancillary effect on the state treasury do not offend the eleventh amendment D. holding that 106a b offend the eleventh amendment E. recognizing that ex parte young allows claims that would have an ancillary effect on the state treasury where such an effect is the necessary result of compliance with decrees which by their terms were prospective in nature

assistant: The best answer is C. holding that judgments for prospective relief that have an ancillary effect on the state treasury do not offend the eleventh amendment
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 detrimental reliance upon the County’s issuance of BP2005-70, occupational tax certificates, and representations by County officials. Again, we agree. Lewis cannot state a claim for detrimental reliance where, as here, the County erroneously issued the permit for a “commercial” outbuilding. The issuance of a permit was permissible only for an outbuilding, i.e., an accessory structure for secondary uses, like a garage or storage. Loretta Riggins-Hylton, planning director of the County’s planning and building department, deposed that a commercial building would not qualify as an outbuilding. Since the permit was mistakenly issued, Lewis did not have a vested right to complete the construction of his building. Enviro Pro v. Emanuel County, 265 Ga. App. 309, 312 (593 SE2d 673) (2004) (<HOLDING>). Likewise, “[w]here a permit is issued by a Options: A. holding that acts of promissory fraud which require proof that the defendants intended not to perform promised acts were not protected by stateagent immunity B. holding admission of prior bad acts of child abuse was reversible error when the defendant did not have exclusive control over the children during the period when the prior bad acts occurred C. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation D. holding that party did not waive right to trial by jury by requesting directed verdict E. holding ultra vires acts by chairperson did not vest right

assistant: The best answer is E. holding ultra vires acts by chairperson did not vest right
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 understand and acknowledge that my obligations under this Agreement with regard to any particular Analogic Proprietary Information shall commence immediately upon my first having access to such Analogic Proprietary Information (whether before or after I begin employment by Analogic) and shall continue during and after my employment by Analogic until such time as such Analogic Proprietary Information has become public knowledge other than as a result of my breach of this Agreement or breach by those acting in concert with me or on my behalf.

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 case excerpt and choose the best holding from the options. Case excerpt: the reasonableness inquiry into his unavailability,” the district court appropriately concluded that there was no Ninth Circuit precedent directly addressing the key issue raised in this appeal. V Several of our sister circuits, as well as a district court in our own circuit, have however, “addressed the issue of whether the government’s conduct in a case involving alien witnesses who subsequently left the United States was reasonable and in good faith.” See, e.g., Wilson, 36 F.Supp.2d at 1181-82 (surveying cases from the First, Fourth, Fifth, Eighth, and Tenth Circuits, before concluding that the government has a duty to make reasonable and good faith efforts to procure the witness’s attendance at trial before the witness leaves the United States); see also Mann, 590 F.2d at 368 (<HOLDING>); United States v. Guadian-Salazar, 824 F.2d Options: A. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case B. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness C. holding that the jury could have reasonably inferred the requisite intent to induce the witness to lie or testify falsely from the defendants statements to the witness D. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness E. holding that though the government acted reasonably and in good faith in trying to convince a witness to return to testify for trial the witness was not unavailable under rule 804a5 because the government made the witnesss departure from the country possible

assistant: The best answer is E. holding that though the government acted reasonably and in good faith in trying to convince a witness to return to testify for trial the witness was not unavailable under rule 804a5 because the government made the witnesss departure from the country possible
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: “detail” Gilday’s telephone calls unlawfully, and thus constituted a clear violation of the Gilday injunction, see Kemp, 947 F.2d at 17. Once again we emphasize the obvious simply because it is so consistently elided by Gilday, both below and on appeal: The Gil-day injunction grants Gilday no right or privilege to place any telephone call, nor has Gilday cited any authoritative decision indicating that conditioning prison-telephone utilization on informed prisoner consent to reasonable prison-security safeguards violates a federal or state right. See Langton, 71 F.3d at 936 (stating: “at the least, grounds exist for genuine dispute” about whether DOC “defendants are authorized by law” to require prisoner consent to MITS regime) (citing Griggs-Ryan v. Smith, 904 F.2d 112 (1st Cir.1990) (<HOLDING>)); see also Washington, 35 F.3d at 1100 (prison Options: A. holding that implied consent is inferred from circumstances indicating that party knowingly agreed to surveillance B. holding that direct proof of intent to defraud is unnecessary and that it may be inferred from the act of the parties and from all circumstances C. holding the intent of parties can be inferred from sufficient details contained within the consent judgment indicating the parties understood the consent judgment operated as a final adjudication of the factual issues D. holding intent may be inferred from all facts and circumstances E. holding specific intent to harm may be inferred from the circumstances and that finding is a matter for the jury

assistant: The best answer is A. holding that implied consent is inferred from circumstances indicating that party knowingly agreed to surveillance
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 provided in this Agreement, the Performance Shares are subject to a substantial risk of forfeiture until vested and as set forth in this Paragraph 3 are transferable only to the extent provided in Paragraph 12 hereof. Except as otherwise provided herein, the Participant shall be entitled to receive payment in respect of the Performance Shares described in this Agreement (“vesting”) only upon the satisfaction of two conditions: a time-based condition and a performance goals condition. The conditions are described in more detail in Paragraphs 3(b) and 3(c) below. The Participant shall not be entitled to payment in respect of the Performance Shares unless both conditions are satisfied.

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: Purchaser is an Indiana limited liability company duly organized, and validly existing, under the laws of Indiana and has full power and authority to carry on the business in which it is engaged and to execute and deliver and carry out the transactions contemplated by this Agreement.

assistant: Organizations
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: encounter hearing numerous gunshots raised the possibility of mutual gunfire. But there was no evidence that the YC members had guns or shot at Appellant, and the only shell casings at the scene were found where Appellant was seen firing his gun. Some evidence did suggest that YC members may have threatened Appellant with a gun and a taser during their first encounter on the night before the killings. It was not plain error, however, for the trial court to determine, as a matter of law, that the one-day interval between that possible provocation and the killings was “sufficient for the voice of reason and humanity to be heard” by Appellant, so that “the killing[s] shall be attributed to deliberate revenge and be punished as murder.” OCGA § 16-5-2 (a). See, e.g., Merritt, 292 Ga. at 331 (<HOLDING>); Howard v. State, 288 Ga. 741, 746 (707 SE2d Options: A. holding that one cannot conspire to commit voluntary manslaughter which is a killing in the heat of passion B. holding that trial court should instruct the jury that if they had any reasonable doubt as to whether unlawful killing was murder or manslaughter it was jurys duty to convict defendant of the lesser offense manslaughter C. holding jury instruction on lesser included offense of attempted voluntary manslaughter by act which required finding of intent to kill constituted fundamental error and required reversal of defendants conviction for seconddegree murder D. holding that both involuntary manslaughter and selfdefense instructions are proper when there is evidence that the killing was accidental E. holding that no voluntary manslaughter instruction was required where a few hours passed between the allegedly provoking argument and the killing

assistant: The best answer is E. holding that no voluntary manslaughter instruction was required where a few hours passed between the allegedly provoking argument and the killing
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 Rolling v. Emrich, 122 Wis. 134, 99 N.W. 464, 465 (1904). See also Simon v. Pettit, 687 P.2d 1299, 1303 (Colo.1984) ("evidence that the city had maintained the footpaths or included them on a map of the city’s street system would be a strong indication that the paths had acquired a status as public highways”); Hatch Bros. Co. v. Black, 25 Wyo. 109, 165 P. 518, 520 (1917) (noting that “those using the road had done considerable work thereon by making dugways, constructing bridges, etc.; one witness testifying that he had spent about $500 on it about 1891”) superseded by statute as noted in Yeager v. Forbes, 78 P.3d 241, 255 (Wyo.2003). 34 . The same is true of the construction of railroads. See Jamestown & N. R.R. Co. v. Jones, 177 U.S. 125, 132, 20 S.Ct. 568, 44 L.Ed. 698 (1900) (<HOLDING>). 35 . SUWA quotes this Court’s Hodel decision Options: A. holding that even if construction commences but it is based on an illegally issued permit no vested right is created B. holding that railroad right of way under the act of march 3 1875 ch 152 18 stat 482 vested upon actual construction of the road C. holding a defendant is not vested with a right to be absent from trial D. holding that patents to lands over which rights of way created under 1875 act passed conveyed the servient estate in the right of way E. holding in case where railroad grant was an easement and not a right of way that title vested in abutting landowner once railroad abandoned land

assistant: The best answer is B. holding that railroad right of way under the act of march 3 1875 ch 152 18 stat 482 vested upon actual construction of the road
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 shall, reasonably promptly following execution of this Agreement , (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates ; and (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Persons or Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents . Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Buyer hereby waives any Event of Default that may currently exist under the Note arising out of the Company’s failure to pay any scheduled payment of interest prior to the date hereof, and agrees that any such interest shall not be due and payable until the Maturity Date, as set forth above.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Note are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Note and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

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: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Purchaser waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: Except as disclosed in an SEC Report or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In this Assignment, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Assignment, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) references to any Schedule, Section, subsection and other subdivision refer to the corresponding Schedules, Sections, subsections and other subdivisions of this Assignment unless expressly provided otherwise; (d) references in any Section or definition to any clause means such clause of such Section or definition; (e) “hereunder,” “hereof,” “hereto” and words of similar import are references to this Assignment as a whole and not to any particular provision of this Assignment; (f) the word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”; (g) references to “days” are to calendar days; and (h) all references to money refer to the lawful currency of the United States. The Section titles and headings in this Assignment are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Assignment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not an issuer identified in Rule 144(i)(1) of the Securities Act. The Company was such an issuer prior to November 30, 2004. On such date it entered into a Plan of Merger through which it acquired a privately held corporation known as Digital Ally, Inc., a Nevada corporation. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: individuals, like Walters, who are involuntarily detained in mental health institutions: “All facilities wherein persons are detained for any purpose under the provisions of. this act shall allow such detained person the right to contact a relative, close friend or attorney immediately upon entry into such place of detention.” Okla.Stat.Ann. tit. 43A, § 57.1 (current law codified at id. § 5-201 (Supp.1989)). Indeed, in April 1981, it was so clearly established that the constitutional right to minimally adequate care and treatment encompassed rights of visitation and communication with persons outside the institution that such provisions were routinely included in district court orders affecting institutionalized persons. See Eckerhart v. Hensley, 475 F.Supp. 908, 924-25 (W.D.Mo.1979) (<HOLDING>); Evans v. Washington, 459 F.Supp. 483, 489 Options: A. holding that the majority view is that employers are not liable for theft committed by employees B. recognizing distinction made by majority C. recognizing majority rule and collecting cases D. recognizing the majority rule E. recognizing right in institution where majority of patients were criminally committed

assistant: The best answer is E. recognizing right in institution where majority of patients were criminally committed
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: Without duplication of any obligation of the Credit Parties under Section 11.2 , in addition to amounts payable as provided herein, each of the Credit Parties hereby agrees, on a joint and several basis, to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable out-of-pocket fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction in a final, non-appealable order, or (2) the wrongful dishonor by the Issuing Bank of a demand for payment made under any Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

assistant: Indemnifications