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: From time to time, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Buyer or any of its assignees or pledgees under the Transaction Documents may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and assignments and security interests hereunder, or to enable the Buyer or any such assignee or pledgees to exercise or enforce any of its respective rights with respect to the Equipment. Without limiting the generality of the foregoing, each Seller will upon the request of the Buyer or any of its assignees under the Transaction Documents authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive acknowledges that he will be solely responsible for and the Company will have no liability with respect to any taxes (including penalties and interest) imposed by any Federal, state or local government on the Payments or any other benefits payable to or provided on behalf of the Executive for the Consulting Services under Section 3(d) of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: adjudicative administrative proceedings,” we confirmed again that “under the general statutory authorizations for appeal, agencies are entitled to appeal from adverse circuit court judgments where the functions of the agencies ‘are so identified with the execution of some definite public policy as the representative of the State, that their participation in litigation affecting their decisions is regarded by the Legislature as essential to the adequate protection of the State’s interests.’ ” Id. at 294, 643 A.2d at 416 (quoting Consumer Protection v. Consumer Pub., supra, 304 Md. at 743, 501 A.2d at 54). That approach was followed as well in Board of Liquor v. Hollywood, 344 Md. 2, 684 A.2d 837 (1996), where we overruled Liquor License Board v. Leone, 249 Md. 263, 239 A.2d 82 (1968) (<HOLDING>) and found standing to appeal. We could have Options: A. holding that a county liquor license board had no standing to appeal the reversal of its decision B. holding that members of the board of trustees of an elementary school had standing to challenge the actions of the county board of education because they suffered an actual injury when the county board nullified their unanimous vote to reject a candidate for principal of the elementary school C. holding that a reviewing court is not to substitute its decision for that of the board D. recognizing that third class county assessment law establishes standing of board to appeal E. holding that the county had no standing to sue the state to recover taxes illegally obtained from citizens unless the money belongs to the county

assistant: The best answer is A. holding that a county liquor license board had no standing to appeal the reversal of its decision
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: 526 N.E.2d 1309 (explaining that “[a]n employee’s past conviction of larceny by check would not make the employer liable, on the basis of the doctrine of negligent hiring or negligent retention, for the employee’s subsequent rape of a customer”). For all of these reasons, Doe has failed to plead a basis upon which the Court can find that Medeiros’ alleged misconduct was foreseeable to Ellis for the purposes of negligent hiring claim. See e.g., Vicarelli v. Bus. Int’l, Inc., 973 F.Supp. 241, 246 (D.Mass.1997) (dismissing claim for negligent hiring, retention and supervision without prejudice where plaintiff did not allege that employer “knew or should have known of any propensity on the part of [employee] for sexual harassment”); Saldivar v. Pridgen, 91 F.Supp.3d 134, 138 (D.Mass.2015) (<HOLDING>). Thus, to the extent that Count VIII alleges a Options: A. holding that the plaintiff did not establish a waiver where the defendants answer had put the plaintiff on notice of an arbitration defense B. holding that for a plaintiff to recover on claim of negligent hiring the negligent hiring of the employee must have been the proximate cause of the injury at issue C. holding that negligent hiring and training claim was not adequately alleged where plaintiff identified no prior violation by the employee relating to sexual misconduct that could have put the defendant on notice D. holding that a cause of action or negligent hiring training and retention can proceed only if the alleged negligence leads to the commission of one of the torts enumerated in the tort claims act E. holding that first amendment barred negligent hiring and supervision claim against archdiocese for alleged sexual abuse of minor by priest

assistant: The best answer is C. holding that negligent hiring and training claim was not adequately alleged where plaintiff identified no prior violation by the employee relating to sexual misconduct that could have put the defendant on notice
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 IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN) IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM (AND, FOR THE AVOIDANCE OF DOUBT, SUCH SUBMISSION TO EXCLUSIVE JURISDICTION SHALL APPLY TO ANY ACTION OR PROCEEDING RELATING TO ANY LOAN DOCUMENT, NOTWITHSTANDING WHETHER ANY SUCH LOAN DOCUMENT SEPARATELY PROVIDES FOR NON-EXCLUSIVE SUBMISSION TO JURISDICTION). ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT MAY BE BROUGHT IN A COURT IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS AGAINST THE BORROWER OR LIMIT THE RIGHTS OF THE BORROWER TO BRING PROCEEDINGS AGAINST SUCH OTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

assistant: Consent To Jurisdiction
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 of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04 ) hereby authorizes and directs the Administrative Agent to enter into the Security Instruments on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable Security Instrument. Without limiting the provisions of Sections 11.02 and 12.03 , each Lender hereby consents to the Administrative Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of any conflict of interest) against the Administrative Agent, or any such successor, arising from the role of the Administrative Agent or such successor under the Loan Documents so long as it is either acting in accordance with the terms of such documents and otherwise has not engaged in gross negligence or willful misconduct.

assistant: Powers
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 and its Subsidiaries on a consolidated basis (both on a basis including and excluding the Excluded Subsidiary) are, and the Company is, Solvent. On the Closing Date and on each date of a Borrowing by any Designated Borrower, such Designated Borrower is Solvent.

assistant: Solvency
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: Seller has not received any written notice of any pending or, to Seller’s knowledge, threatened judicial, municipal or administrative proceedings materially affecting the Project, or in which Seller is a party to by reason of Seller’s ownership of all or any part of the Project.

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 case excerpt and choose the best holding from the options. Case excerpt: conference. • Jahnke did not file his witness list. • Jahnke did not file an itemization of damages in connection with his counterclaim. • Jahnke did not file his pretrial report. • Jahnke did not attend the pretrial conference. In light of this and the need of the circuit courts to be able to control their calendars to ensure "the orderly administration of justice," Trispel, 89 Wis. 2d at 731, 279 N.W.2d at 245, we cannot say that the circuit court erroneously exercised its discretion when it determined that Jahnke's failure to do the things he was required to do was "egregious," see Sentry Ins. v. Davis, 2001 WI App 203, ¶ 21 & n.8, 247 Wis. 2d 501, 516-517, 517 n.8, 634 N.W.2d 553, 561-562, 561 n.8 (something may be "egregious" conduct without having been done in bad faith) (<HOLDING>). Stated another way, Jahnke's noncompliance Options: A. holding that consulting a dictionary definition for the meaning of malice constituted the consideration of extrinsic information finding prejudice under the chapman harmless error standard and affirming the district courts grant of conditional habeas relief B. holding that the defendant was not prejudiced by the jurys exposure to the dictionary definition of burglary because the definition referenced theft which was not an element the prosecution was required to prove C. holding that the definition of operating deficits is not ambiguous despite the absence of a definition of the phrase in the contract D. holding that the trial court abused its discretion in denying a new trial where the jury had taken a dictionary that had not been admitted into evidence into the jury room and had improperly referred to and relied on the dictionarys definition of legal cause that was at variance with the definition of proximate cause E. recognizing the dictionary definition of egregious as extraordinary in some bad way glaring flagrant

assistant: The best answer is E. recognizing the dictionary definition of egregious as extraordinary in some bad way glaring flagrant
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 a second jailhouse witness that the State presented. The defense presented its own jailhouse witnesses who claimed that they were present with Mr. Shearod at this time and never heard him say anything incriminating. 2 . After the detective testified to what Mr. Joyner had told him, the State moved to play the audio tape of the interviews to the jury, at which time defense counsel, who knew that Mr. Joyner would not be testifying, finally objected on the basis of Crawford. The trial court overruled that objection, finding that the door had already been opened. 3 . Even had Mr. Joyner waived his Fifth Amendment rights at a pretrial deposition, allowing his statements at trial would still have been a violation of Mr. Shearod’s confrontation right. See Blanton, 978 So.2d at 155 (<HOLDING>). We ask ourselves whether the holding in Options: A. holding that the confrontation clause does not apply to the sentencing hearing 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 exercise of the right to take a discovery deposition under rule 3220 does not serve as the functional substitute for incourt confrontation of the witness D. holding that the polices torturing of a witness until he provided incourt testimony incriminating the defendant violated the defendants right to due process E. holding that doctrine does not violate right of confrontation

assistant: The best answer is C. holding that the exercise of the right to take a discovery deposition under rule 3220 does not serve as the functional substitute for incourt confrontation of the witness
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 may use the trademarks www.facebookbrand.com/trademarks of our affiliated companies only with their permission , including as authorized in any published brand guidelines .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you intend to create or join any service , receive or request any news , messages , alerts or other information from the yahoo services concerning companies , stock quotes , investments or securities , please read the above sections 19 and 20 again .

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: Weston did not perform a gunshot residue test on everyone at the crime scene. Lieutenant Weston’s testimony was offered to explain this part of his investigation. See State v. Brown, 317 S.C. 55, 63, 451 S.E.2d 888, 893-94 (1994) (finding officers’ statements explaining why they began their surveillance of defendant’s apartment were not hearsay); State v. Thompson, 352 S.C. 552, 558, 575 S.E.2d 77, 81 (Ct.App.2003) (“ ‘[A]n out of court statement is not hearsay if it is offered for the limited purpose of explaining why a government investigation was undertaken.’ ” (quoting Brown, 317 S.C. at 63, 451 S.E.2d at 894)). Furthermore, Lieutenant Weston did not testify to any specific statements that identified Weaver. Cf. German v. State, 325 S.C. 25, 27-28, 478 S.E.2d 687, 688-89 (1996) (<HOLDING>). Because this testimony did not constitute Options: A. holding testimony of undercover drug agent regarding tips that defendant was selling drugs and description of defendant were inadmissible hearsay given the statements specifically referred to defendant B. holding that a statement implying that the defendant was guilty of the crime for which he was on trial was inadmissible hearsay C. holding that police officers testimony indicating he developed the defendant as a suspect after speaking with a nontestifying witness implied that the witness made accusatory statements against defendant and therefore was inadmissible hearsay D. holding that the defendant was entitled to a new trial where the only witnesses to a drug transaction other than the defendant were an fbi agent and a cl E. holding that newspaper articles were inadmissible hearsay when used to prove that the defendant made the statements attributed to him in the article

assistant: The best answer is A. holding testimony of undercover drug agent regarding tips that defendant was selling drugs and description of defendant were inadmissible hearsay given the statements specifically referred to defendant
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: rate. SES has failed to raise a fact issue that it suffered any damages as a foreseeable result of the City’s alleged breach. See Swanson, 2008 WL 22945646, at *3 (affirming defendant’s summary judgment on ground that plaintiffs damages did not result from defendant’s alleged breach); see also Stuart, 964 S.W.2d at 921. The 00812 and 00813 prevailing rates provided by the City were minimum rates. For each rate, the contract expressly specified that an employer may pay more than the proscribed amount. The Texas Government Code also states that it does not prohibit the payment of an amount greater than the general prevailing rate to a worker employed on public work. See TEX. GOV’T CODE ANN. § 2258.025; see also Houston Gulf Coast Bldg. & Constr. Trades Council, 710 S.W.2d at 183 (<HOLDING>). A duty to provide a correct minimum rate does Options: A. holding that with respect to the eaja the local or national market rate for legal services cannot be a special factor used to increase the rate beyond the statutory rate B. holding that the proper rate for prejudgment interest is the rate fixed by the parties in a contract C. holding that federal prevailing wage rate statutes requirement that contractor pay not less specified minima presupposes possibility that successful bidder may have to pay higher rate to workers and that bidders reliance on governments representation of prevailing rate in computing its bid cannot be said to have been justified D. holding that the purpose of predecessor texas wage rate statute was to ensure that workers on public projects receive not less than prevailing rate E. holding that the flsa does not prohibit changes in wage rates it prohibits the payment of overtime at less than one and onehalf times the regular wage rate

assistant: The best answer is D. holding that the purpose of predecessor texas wage rate statute was to ensure that workers on public projects receive not less than prevailing rate
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: 387, 391-92 (3d Cir.1986) (noting that attorney disciplinary rules “are mandatory” because attorneys are subject to discipline for violating them). Thus, despite the Board’s position — insofar as the Executive Director’s letters represent it — that the inquiry provision constitutes a recommendation rather than a mandate, the fact that the Act provides for disciplinary action against Plaintiffs in case of a violation provides evidence that Plaintiffs’ fear that they may face discipline is objectively reasonable for standing purposes. Notably, this is not a generalized fear of disciplinary action, but rather a specific apprehension by a specific group — physicians-whose conduct the Act targets. But cf. Clapper v. Amnesty Int’l USA — U.S. -, 133 S.Ct. 1138, 1143, 185 L.Ed.2d 264 (2013) (<HOLDING>). Moreover, we note that Board has not been Options: A. holding that where the defendants 107 claim was based on remediation costs they incurred and may incur in the future as the result of a lawsuit instituted under 107a they did not demonstrate that they incurred necessary costs of response within the meaning of 107a B. holding that plaintiffs failed to meet their burden to show that the arbitration agreement prevented them from vindicating their statutory rights because they did not file affidavits or assert in their briefs that the costs were prohibitively expensive instead plaintiffs provided only the barest assertions that the fees and costs clause makes the arbitration provision unconscionable C. holding that although plaintiffs claims were masked in various legal theories they were premised on a single claim of product liability and therefore fell under north carolinas product liability statute D. holding that because plaintiffs failed to prove that their incurred fuel characterization and loading costs would not have been incurred in the nonbreach world plaintiffs were not entitled to recovery for these costs E. holding that attorneys and various human rights labor legal and media organizations cannot manufacture standing to challenge a provision of the foreign intelligence surveillance act of 1978 by choosing to make expenditures based on hypothetical future harm where plaintiffs merely speculate that the government will target their communications and so the costs they incurred were a product of their generalized fear of surveillance

assistant: The best answer is E. holding that attorneys and various human rights labor legal and media organizations cannot manufacture standing to challenge a provision of the foreign intelligence surveillance act of 1978 by choosing to make expenditures based on hypothetical future harm where plaintiffs merely speculate that the government will target their communications and so the costs they incurred were a product of their generalized fear of 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: Each Stockholder shall execute and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents as Parent or the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Executive or his estate or beneficiary shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to applicable law or regulation, and other withholding amounts authorized by Executive.

assistant: Withholdings
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 contained elsewhere in this Agreement, whether or not the transactions contemplated herein are consummated, each of the parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement or any of the other transactions contemplated hereby.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except with respect to taxicab transportation services requested through the application , uber does not designate any portion of your payment as a tip or gratuity to the third party provider .

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: T here is no Action completed, pending or, to Company’s knowledge, threatened or contemplated, which would reasonably be expected to result in a Material Adverse Effect. Neither Company nor any Subsidiary, nor any director or officer thereof, nor to the knowledge of Company any greater than 5% shareholder or any 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, is not pending, and to Company’s knowledge, there is not threatened or contemplated, any investigation by the Commission involving Company or any current or former director or officer of Company, or to the knowledge of Company greater than 5% shareholder of Company.

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: Borrower shall maintain proper books of accounts and records and enter therein complete and accurate entries and records of all of its transactions in accordance with generally accepted accounting principles and give representatives of Lender access thereto at all reasonable times, including permission to: (i) examine, copy and make abstracts from any books and records and such other information which might be helpful to Lender in evaluation the status of the Indebtedness as it may reasonably request from time to time, and (ii) communicate directly with any of the Borrower’s officers, employers, agents, accountants or other financial advisors with respect to the business, financial conditions and other affairs of the Borrower.

assistant: Books
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: in United States v. Lemaster, 403 F.3d 216 (4th Cir.2005), we extended our general rule concerning appeal waivers and held that a defendant may waive in a plea agreement his right under 28 U.S.C. § 2255 to attack his conviction and sentence collaterally. Whether a defendant has effectively waived the right to appeal is an issue of law that we review de novo. Marin, 961 F.2d at 496. Where, as here, the United States seeks enforcement of an appeal waiver, see Brock, 211 F.3d at 90 n. 1 (declining to consider an appeal waiver that “arguably” barred the appeal on one issue because the United States “expressly elected not to argue waiver with regard to this issue”), and there is no claim that the United States breached its obligations under the plea agreement, see Bowe, 257 F.3d at 342 (<HOLDING>), we will enforce the waiver to preclude a Options: A. holding that a waiver of right to appeal contained in a plea agreement is enforceable B. holding that the court had no jurisdiction over an alleged breach of a plea agreement C. holding that the united states breach of the plea agreement releases the defendant from the appeal waiver D. holding that a waiver of appellate rights precluded a defendant from arguing on appeal that the prosecution violated the plea agreement and explaining wjaiver of appeal means that the final decision concerning whether there was a breach of the plea agreement will be made by one article iii judge rather than three article iii judges E. holding that a plea agreement with a waiver of direct appeal rights does not include a waiver of collateral remedies because the government could have included a waiver of collateral rights in the plea agreement and chose not to do so

assistant: The best answer is C. holding that the united states breach of the plea agreement releases the defendant from the appeal waiver
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: With respect to the FVE Parties, all representations and warranties of the SNH Parties in this Agreement and in each other Transaction Document entered into, or to be entered into at such Closing, with respect to such Property shall be true, correct and complete in all material respects (or in all respects to the extent qualified by materiality) on and as of such Closing Date, and the SNH Parties shall have performed in all material respects all covenants and obligations required to be performed by them under this Agreement and such Transaction Documents on or before such Closing Date; and, with respect to the SNH Parties, all representations and warranties of the FVE Parties in this Agreement and in each other Transaction Document entered into, or to be entered into at such Closing, with respect to such Property shall be true, correct and complete in all material respects (or in all respects to the extent qualified by materiality) on and as of such Closing Date, and the FVE Parties shall have performed in all material respects all covenants and obligations required to be performed by them under this Agreement and such Transaction Documents on or before such Closing Date.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: foreclosure sale. Id. 4 . The appeal was not decided before the settlement described herein was reached and was therefore voluntarily dismissed pursuant to Federal Rule of Appellate Procedure 42(b). 5 . A short sale is a sale of real property for less than the total amount owed on a loan secured by that real property that nonetheless, by agreement, generally releases the property from the encumbrance. See Daniel F. Hinkel, Practical Real Estate Law 167 (7th ed.2014). 6 . Diviacchi claims that he did not learn of the events that occurred between the time he filed his lien and the filing of the stipulation of dismissal until September 21. 7 . But cf. Goldstein, Goldman, Kessler & Un-derberg v. 4000 E. River Rd. Assocs., 64 A.D.2d 484, 488, 409 N.Y.S.2d 886 (N.Y.App.Div.1978)(per curiam) (<HOLDING>). 8 . We note that nothing in our decision Options: A. holding that the refiling of a tax lien during bankruptcy proceedings did not create perfect or enforce a lien in violation of the 362a4 B. holding that the lien bond releases the property from the lien but the lien is then secured by the bond C. holding that although the attorney successfully argued for a reduction in the tax assessment of his clients property producing a measurable saving of taxes for three tax years the savings were not proceeds subject to a lien within the meaning of new yorks attorneys lien statute D. holding that while section 1825b2 does not extinguish an earlier lien or excuse the payment of a tax by the fdic it does deny the ability to use a lien on fdic property as a vehicle for collection of delinquent tax E. holding that a lien holder who is not served and joined as a party to a tax suit cannot have his lien extinguished by the tax sale

assistant: The best answer is C. holding that although the attorney successfully argued for a reduction in the tax assessment of his clients property producing a measurable saving of taxes for three tax years the savings were not proceeds subject to a lien within the meaning of new yorks attorneys lien statute
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 is a continuing Agreement, which remains in full force and effect until terminated. The sole method available to Indemnitors to terminate their participation in this Agreement is by giving written notice to Company of Indemnitors’ intent to terminate. Such notice shall be sent to Travelers Bond & Specialty Insurance, Attention: Construction Services – Bond, One Tower Square, Hartford, Connecticut 06183. The termination shall take effect thirty (30) days after Company receives such notice (“Termination Date”). The notice shall not relieve Indemnitor from its obligations for any Bond executed prior to the Termination Date or with respect to any Bond executed after the Termination Date: (a) upon the award of a Contract to any Indemnitor on a bid or proposal in respect of which Company has executed or procured a bid Bond prior to the Termination Date; or (b) which Company has become committed to execute or procure prior to the Termination Date; or (c) in connection with any maintenance, guarantee, claim, lien, litigation, or other matter involving or relating to any Bond executed prior to the Termination Date or thereafter executed or procured as provided in sub- paragraphs (a) or (b) above.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Shares and any interest therein shall be subject to the forfeiture and transfer restrictions as described in this Section 8 (the “ Restrictions ”). Except as otherwise determined by the Committee or provided in Sections 3, 4, 5, 6 and 7 hereof or any Employment Agreement, any Shares that remain unvested or subject to the Restrictions on the date you cease to be an Employee shall be forfeited to CyrusOne as of such date and, upon such forfeiture, all of your rights in respect of such Shares shall cease automatically and without further action by CyrusOne or you. In addition, except as otherwise determined by the Committee or provided in Section 16 of the Plan, any Shares that remain subject to Restrictions may not be transferred, sold, assigned alienated, transferred, pledged, attached, conveyed or otherwise encumbered by you in any manner whatsoever and whether or not for consideration. For the purpose of giving effect to this provision, you must execute and deliver to CyrusOne a stock power with respect to each certificate evidencing any of the Shares, thereby assigning to CyrusOne all of your interest in the Shares. By the execution and delivery of this Agreement, you authorize and empower CyrusOne, in the event of a forfeiture of any of the Shares under this Section 8 to (i) date (as of the date you cease to be an Employee) those stock powers relating to Shares that remain subject to the Restrictions as of the date you cease to be an Employee and (ii) present such stock powers and the certificates to which they relate to CyrusOne’s transfer agent or other appropriate party for the sole purpose of transferring the forfeited Shares to CyrusOne.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: provisions of § 3501(c) are subject to the voluntariness test in § 3501(a) and (b). Id. at 219 n. 6 (citing Gov’t of the V.I. v. Gereau, 502 F.2d 914, 924 (3d Cir.1974)). The court stated that the Supreme Court’s opinion in Dickerson held that § 3501 was without effect “ to the extent that it could be read as overruling Miranda.” Id. at 210. 4 . Some circuits have held that there is no duty to hold a hearing on the voluntariness of a confession absent an objection by the defendant. See United States v. Wilson, 895 F.2d 168, 172-73 (4th Cir.1990) (finding no requirement for court to hold hearing under § 3501(a) without an objection, but noting that the evidence did not compel the conclusion that the confession was involuntary); United States v. Hart, 729 F.2d 662, 666 (10th Cir.1984) (<HOLDING>). We are, of course, bound by our own Options: A. holding that an issue not presented to the trial court will not be considered on appeal B. holding that the issue of the voluntariness of a settlement agreement is waived on appeal if not raised before the board C. holding that the evidence raised the issue of voluntariness of consent even though the officers comments were in response to an inquiry by the suspect D. holding that because defendant did not raise a newly discovered evidence claim or amend his postconviction motion after the evidentiary hearing the issue was not timely presented to the trial court and was not cognizable on appeal E. holding that the trial court need not hold a voluntariness hearing where the defendant did not object and no evidence presented raised the issue

assistant: The best answer is E. holding that the trial court need not hold a voluntariness hearing where the defendant did not object and no evidence presented raised the issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (to be paid by the assignor or the assignee); provided , however , that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) only one such processing and recordation fee shall be payable in the case of an assignment by a Lender that is effected pursuant to multiple assignments by its affiliates and related funds or persons under common management with such Lender). The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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: (a) Any and all payments by any Loan Party to or for the account of any Lender, any Arranger or the Agent hereunder or under the Notes shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, remittances, charges or withholdings, and all liabilities with respect thereto, excluding , in the case of each Lender, each Arranger and the Agent (i) taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender, such Arranger or the Agent (as the case may be) is organized or in which its principal executive office is located, or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (ii) any amounts required to be withheld under FATCA that would not have been imposed but for the failure of the Agent, Arranger or Lender, as applica ble, to satisfy the applicable requirements of FATCA, and (iii) any amounts that are required to be withheld as a result of a Lender’s failure to comply with the requirements of paragraph (e) or (j) of this Section (all such non-excluded taxes, levies, imposts, deductions, remittances, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ Taxes ”). If any Loan Party shall be required by law to deduct, remit or withhold any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, any Arranger or the Agent, (i) the sum payable to such Loan Party shall be increased as may be necessary so that after making all required deductions, remittances or withholdings (including deductions applicable to additional sums payable under this Section 2.14), such Lender, such Arranger or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted, remitted or withheld to the relevant taxation authority or other authority in accordance with applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fees on appeal. Costs to Harper. Chief Justice EISMANN and Justices J. JONES, W. JONES and HORTON, concur. 1 . Partout does not appeal the dismissal of his second claim against Harper, violation of the Idaho Consumer Protection Act. Below, Partout conceded this was not a valid claim. 2 . Partout also argues that even if he is not a third-party beneficiary, Harper owed Partout a duty “to perform his appraisal in an accurate manner” and that a breach of this duty gives rise to a tort. Though Partout argued below that his complaint is sufficient to support a claim that Harper committed a tortious breach of his duty, he does not make that argument on appeal. Therefore, we will not consider this issue on appeal. See KEB Enters., L.P. v. Smedley, 140 Idaho 746, 754, 101 P.3d 690, 698 (2004) (<HOLDING>). 3 . Partout argues that "[p]roof of the Options: A. holding that issues raised but not supported by argument are deemed abandoned B. holding this court does not consider issues not supported by propositions of law authority or argument C. holding that issues not supported by propositions of law authority or argument are waived if either authority or argument is lacking not just if both are lacking D. holding that criminal aliens argument that the ij abused its discretion by not granting her a continuance does not present a constitutional claim or issue of law that this court has jurisdiction to consider E. holding cases are not authority for propositions not considered

assistant: The best answer is B. holding this court does not consider issues not supported by propositions of law authority or argument
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 Borrower shall make commercially reasonable efforts to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law.

assistant: Sales
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 the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. The parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, or if that court does not have jurisdiction, a federal court sitting in the Commonwealth of Massachusetts (the “Massachusetts Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, waive any objection to the laying of venue of any such litigation in the Massachusetts Courts and agree not to plead or claim in any Massachusetts Court that such litigation brought therein has been brought in any inconvenient forum.

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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or (ii) where the failure to obtain such consent or approval or make such registration or filing, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Parent, the Borrower or any of their Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon Parent, the Borrower or any of their Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by Parent, the Borrower or any of their Subsidiaries (other than under the Existing Credit Agreement), and (d) will not result in the creation or imposition of any Lien on any asset of Parent, the Borrower or any of their Subsidiaries.

assistant: No Conflicts