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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of Twelve Million Five Hundred Thousand and Two Dollars ($12,500,002) of Shares and Warrants. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Securities as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement that restrict transfer and govern voting of the Shares became effective on the Trust Termination Date because at the time of such termination, and after giving effect to the distribution of the shares held by the Scripps Trust, the holders of at least 50% of the then outstanding shares of Common Voting Stock were parties to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, all of the issued and outstanding Equity Interests owned by each Loan Party in its direct Subsidiaries is set forth in Schedule 3.19. All Equity Interests held by each Loan Party in its direct Subsidiaries are duly authorized and validly issued, fully paid and non-assessable (to the extent such concepts are applicable thereto) and free and clear of all Liens other than, (x) those in favor of the Administrative Agent, for the benefit of the Secured Parties and (y) those in favor of the Collateral Trustee, for the benefit of all present and future holders of Non-ABL Priority Lien Obligations.

assistant: Subsidiaries
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: begins to run at the time of the alleged breach and not after the conclusion of the appeals. Allison, 209 F.Supp.2d at 60. In Allison, a law student at Howard University brought a breach of contract claim related to his expulsion. After learning of his expulsion on May 22, 1996, the student filed multiple appeals and made numerous requests for readmission but did not file his lawsuit until June 17, 1999. Id. The Court held that the statute of limitations began to run at the time the expulsion decision was “made and communicated” to the student and that the “pendency of a grievance, or some other method of collateral review, does not toll the running of the limitations period.” Id., citing Delaware State College v. Ricks, 449 U.S. 250, 258, 101 S.Ct. 498, 66 L.Ed.2d 431 (1980) (<HOLDING>). Plaintiff argues that defendants are relying Options: A. holding that the date on which the plaintiff learned of the defendants denial of tenure not the date on which the plaintiff became unemployed was when the statute of limitations began to run B. holding that the statute of limitations for an employment discrimination lawsuit by a college professor who did not receive tenure began when the college made the tenure decision and communicated that decision to the plaintiff C. holding that the only alleged discrimination occurred and the filing limitations periods therefore commenced at the time the adverse employment action was made and communicated to the plaintiff D. holding that the limitations period for a discrimination charge based on tenure denial begins when aggrieved person receives notice of denial not on the last day of employment E. holding that the statute teacher tenure act does not allow termination on the basis of a regulation which neither forbids nor commands action

assistant: The best answer is B. holding that the statute of limitations for an employment discrimination lawsuit by a college professor who did not receive tenure began when the college made the tenure decision and communicated that decision to the plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the tripadvisor media group companies make no representations of any kind about the suitability of the information , software , products , and services contained on this website ( site content ) or any portion therof for any purpose , and the inclusion or offering of any products or services on this website does not constitute any endorsement or recommendation of such products or services by the tripadvisor media group companies .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval, in the case of assignment by the Buyer, by the Seller, and, in the case of assignment by the Seller or the Company, the Buyer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans will be used by the Borrower for the purposes described in Section 6.6 . No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any Loan will be used to purchase or carry any margin stock in violation of Regulation T, U or X.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The parties hereto agree that the Collateral Agent and the other Secured Parties shall be entitled to reimbursement of their expenses incurred hereunder as provided in and subject to the caps set forth in Section 9.05 of the Credit Agreement.

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: The Guarantor agrees that, as between the Guarantor and the Secured Parties, the obligations of the Issuer under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (viii), (ix) or (x) of said Paragraph 7A) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Issuer and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Issuer) shall forthwith become due and payable by the Guarantor for purposes hereof.

assistant: Remedies
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: derivative standing to creditors of insolvent corporations). But see Schoon, 953 A.2d at 210 (declining to extend corporate derivative standing to a corporate director). 30 . Schoon, 953 A.2d at 201 ("To prevent a failure of justice, courts of equity granted equitable standing to stockholders to sue on behalf of the corporation (emphasis added). 31 . Indeed, what we now consider alternative business entities — like LLCs — did not exist at common law. 32 . DuPont, 85 A.2d at 729 ("[T]he general equity jurisdiction of the Court of Chancery is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain and is a constitutional grant not subject to legislative curtailment...."). 33 . Accord Rose v. Doctors Hosp., 801 S.W.2d 841, 845-46 (Tex.1990) (<HOLDING>). See Del. Const, art. I, § 9. 34 . See 6 Del. Options: A. holding that a cause of action for wrongful death is an asset of an estate B. holding that plaintiffs failure to prove decedents death was caused by the wrongful acts of the defendant precludes any recovery of wrongful death damages under mississippis wrongful death statute C. recognizing cause of action for wrongful death D. recognizing cause of action for wrongful discharge E. holding that since there was no common law cause of action for wrongful death the texas constitutions open courts provision did not bar limiting rights and remedies that were created exclusively by statute

assistant: The best answer is E. holding that since there was no common law cause of action for wrongful death the texas constitutions open courts provision did not bar limiting rights and remedies that were created exclusively by 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: Any and all amounts payable under this Agreement or otherwise shall be subject to, and the Company may withhold from such amounts, any federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

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: This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the entering into by Bank of this Agreement and the execution and delivery to Bank of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower shall inure to the benefit of the legal representatives, successors and assigns of Bank.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board (or applicable committee thereof), such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s (or applicable committee’s) determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the extent permitted by law , and with the exception of section 8 ( which will be construed in accordance with the faa and new york law ) , these terms shall be governed by , construed and enforced in accordance with the laws of the state of new york , as they are applied to agreements entered into and to be performed entirely within new york .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The period of Executive’s employment under this Agreement shall commence effective April 1, 2019, and shall, unless sooner terminated pursuant to Section 6, continue until December 31, 2022 (such period herein referred to as the “ Term ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in this Agreement, the Company shall advance Expenses to Indemnitee to the fullest extent permitted by the Applicable Law as such law may from time to time be amended. Indemnitee shall be entitled to the advancement provided in this Section if by reason of his or her Official Capacity, Indemnitee is a party or is threatened to be made a party to any Proceeding or by reason of anything done or not done by Indemnitee in his or her Official Capacity. The Company shall make advances required by the Agreement within 30 days following written claim for Expenses incurred or paid by an Indemnitee in respect of the Proceeding.

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: Set forth on Schedule 5.22(b) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02 , is a list of all registered Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or to which each of the Loan Parties has a right (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Administrative Agent).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands, requests, advice or designations (“Notices”) which may be or are required to be given by either party to the other hereunder shall be in writing. All Notices by Landlord to Tenant shall be sufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premises, or if sent by United States certified or registered mail, postage prepaid, addressed to Tenant at Tenant’s address as set forth in Paragraph M of the Summary of Lease Terms . All Notices by Tenant to Landlord shall be sufficiently given, made or delivered if personally served on Landlord or sent by United States certified or registered mail, postage prepaid, addressed to (or in the case of personal delivery, delivered to) Landlord at Landlord’s address for notices as set forth in Paragraph M of the Summary of Lease Terms . Each Notice shall be deemed received on the date of the personal service or three (3) days after the mailing thereof in the manner herein provided.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 10.3 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

assistant: Specific Performance
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: 11 . Id. at p. 2, ¶ 5. 12 . Id. at p. 2, ¶ 6. 13 . Rule 56(g) Order, p. 2, ¶ 7. 14 . Id. at p. 2, ¶ 8. 15 . Id. at p. 2, ¶ 9. 16 . Id. at p. 2, ¶ 10 17 . Fed. R. Bankr. P. 7052 (making Fed. R. Civ. P. 52(a) applicable in adversary proceedings). 18 . See State Distributors, Inc. v. Glenmore Distilleries Co., 738 F.2d 405, 411-12 (10th Cir. 1984) ("The court below has the exclusive function of appraising credibility, determining the weight to be given the testimony, drawing inferences from facts established, and resolving conflicts in the evidence.” (citing Rasmussen Drilling, Inc. v. Kerr-McGee Nuclear Corp., 571 F.2d 1144, 1149 (10th Cir. 1978), cert. denied, 439 U.S. 862, 99 S.Ct. 183, 58 L.Ed.2d 171 (1978))). 19 . See In re Sierra Trading Corp., 482 F.2d 333, 336-37 (10th Cir. 1973) (<HOLDING>). See also Dalton v. I.R.S., 77 F.3d 1297, 1302 Options: A. holding that a trial courts determination that clear and convincing evidence supports the termination of parental rights will not be overturned unless found to be clearly erroneous or lacking in evidentiary support B. holding because defendant does not argue in his brief that these findings of fact are not supported by evidence in the record this court is bound by the trial courts findings of fact C. holding that clearly erroneous standard of review governs district courts factual findings based on state record documentary evidence and inferences from other facts D. holding that a trial courts findings of fact based on evidence that was essentially documentary in nature will not be overturned if there is reasonable and logical support for them in the record E. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case

assistant: The best answer is D. holding that a trial courts findings of fact based on evidence that was essentially documentary in nature will not be overturned if there is reasonable and logical support for them in the record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to an Investor, at such Investor’s address, facsimile number or electronic mail address set forth in the Company’s records, or at such other address, facsimile number or electronic mail address as such Investor may designate by ten (10) days’ advance written notice to the other parties hereto or (b) if to the Company, to its address, facsimile number or electronic mail address set forth on its signature page to this Agreement and directed to the attention of its President, or at such other address, facsimile number or electronic mail address as the Company may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other communications shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing, upon confirmation of facsimile transfer or upon confirmation of electronic mail delivery.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to §16.4, the Loan Parties shall permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives upon reasonable advance notice and at reasonable time during normal business hours, to visit and inspect any of the properties of CAI or any of its Subsidiaries, to examine the books of account of CAI and its Subsidiaries (and to make copies thereof and extracts therefrom), to inspect any lease agreement and any related Railcar (subject to the rights of the lessee under such lease agreement), to examine information systems and operational support systems relating to the administration and management of the Collateral and to discuss the affairs, finances and accounts of CAI and its Subsidiaries with, and to be advised as to the same by, its and their officers (including without limitation cooperating with the Administrative Agent, its nominee or representatives upon notice to provide any information from such information systems and operational support systems reasonably required to obtain a fair picture of the condition, status and location of the Eligible Railcars, provided however, that in case of an Event of Default the Loan Parties shall at the first written request of the Administrative Agent or its representatives provide said information), and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all components included in the Borrowing Base, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request; provided that any such visit and inspection shall be at the expense of the Loan Parties not more than one time in any calendar year unless a Default or Event of Default is continuing (during which period any and all such visits and inspections shall be at the expense of the Borrower).

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: Unless expressly set forth to the contrary elsewhere in this Agreement, the parties will pay all of their respective expenses incurred in connection with any legal proceeding concerning a dispute arising out of this Agreement. Notwithstanding the foregoing, the Corporation shall pay the reasonable fees and expenses of Executive’s attorney not to exceed $10,000 in connection with the negotiation of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Total Rewards, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company shall address any notice to the Participant to the Participant's current address according to the Company's personnel files. All written notices provided in accordance with this section shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number(s), with confirmation by telephone of transmission receipt; or (c) received by the addressee(s), if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: more, that should answer the dual-office holding question. In light of the South Carolina Constitution of 1895, I also join the majority in rejecting Petitioners’ separation of powers claim. I commend Justice Hearn for her excellent recitation of the importance of the separation of powers doctrine in our country’s founding. This Court’s jurisprudence often recognizes, in glowing terms, the sanctity of the separation of powers doctrine in our democratic republic. See State ex rel. McLeod v. McInnis, 278 S.C. 307, 312, 295 S.E.2d 633, 636 (1982) (observing that the separation of the branches of government “prevents the concentration of power in the hands of too few, and provides a system of checks and balances”); State ex rel. McLeod v. Yonce, 274 S.C. 81, 84, 261 S.E.2d 303, 305 (1979) (<HOLDING>). Yet, as the majority articulates, “South Options: A. holding that because the department of revenue is subordinate to the board of tax review in the decision making process the department is not an adversely affected or aggrieved party having standing to petition for judicial review of the boards order reversing a decision of the department B. holding that the company administering a selfinsurance program for the department of transportation was an agent for the department and was therefore immune from suit C. holding that county and district attorneys are officers within the judicial department D. holding that a state department of transportation employee was subject to patronage dismissal where his duties included serving as a liaison between the director of the department and the general public and other government officials including representing the department at meetings and conferences E. holding that under separation of powers the legislative department makes the laws the executive department carries the laws into effect and the judicial department interprets and declares the laws

assistant: The best answer is E. holding that under separation of powers the legislative department makes the laws the executive department carries the laws into effect and the judicial department interprets and declares the 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: For an agreed consideration, each Assignor hereby irrevocably and severally sells and assigns to each Assignee, without recourse and without representation or warranty other than as expressly provided herein, and each Assignee hereby irrevocably and severally purchases and assumes from each Assignor, subject to the terms hereof and of the Credit Agreement, (i) such percentage in and to all of such Assignor’s respective rights and obligations in its capacity as a Lender under the Credit Agreement (including, without limitation, such percentage interest in the Loans owing to such Assignor and such Assignor’s risk participation and funded participation in Letters of Credit existing as of the date hereof (prior to the effectiveness of this Agreement)) that would result in the Assignors and the Assignees having the respective Maximum Credit Amounts set forth on Annex I attached hereto, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above. Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Agreement, without representation or warranty by any Assignor. After giving effect to the sales and assignments pursuant to this Section 3 and after giving effect to the increase in the Borrowing Base set forth in Section 4 below, each Lender’s (including each Assignee’s) Maximum Credit Amount will be as set forth next to its name on Annex I attached hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: amount due or to become due has been assigned and must also be notified that payment is to be made to the assignee.” Buffalo Pipeline Co. v. Bell, 694 S.W.2d 592, 596 (Tex.App.-Corpus Christi 1985, writ ref'd n.r.e.). Generally, “after a debtor receives notice of a valid assignment, payment made by the debtor to the assignor or to any person other than the assignee is made at the debtor’s peril and does not discharge the debtor from liability to the assignee.” Id. After reviewing the evidence, we conclude that Gulf Coast’s letters adequately notified Holloway that the accounts had been assigned and that payment should be made to Gulf Coast. See Tex. Bus. & Com. Code Ann. § 9.406; BOC Group, Inc. v. Katy Nat’l Bank, 720 S.W.2d 229, 230-31 (Tex.App.-Houston [14th Dist.] 1986, no writ) (<HOLDING>); Buffalo Pipeline, 694 S.W.2d at 596 (“[T]he Options: A. holding antiassignment provision precludes assignment of structured settlement payments B. holding that where payments are made on past due support they must first be applied to current child support installments due then to accrued and outstanding interest on delinquent child support obligations and finally to the principal amount due on unpaid child support C. holding that the amount that a defendant made available to himself by way of fraudulent deposits demonstrated the amount of loss intended D. holding assignment effective from letter that identified the parties noted principal amount and amount to become due noted that assignment was made and directed all future payments be made to assignee E. holding that a trial court should calculate an employers contribution due for the third partys future payments by using affidavits and other evidence to determine a lump sum amount and reduce the amount to its present value as of the date of the contribution judgment

assistant: The best answer is D. holding assignment effective from letter that identified the parties noted principal amount and amount to become due noted that assignment was made and directed all future payments be made to assignee
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will become effective on the eighth day after you deliver this Agreement to the Company signed by you (the “ Effective Date ”), provided that you do not revoke this Agreement during the seven (7)-day period after you sign it pursuant to Section 6(d) of this Agreement and provided further that you sign this Agreement and deliver it to the Company on or within twenty-one (21) days immediately following the Separation Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: exculpatory agreement does not release defendants from liability for gross negligence. These cases are inapposite because New Hampshire law does not distinguish causes of action based on ordinary and gross negligence. . . . The plaintiff advances no reasons for abandoning this rule and we decline to create an exception to allow him to pursue his claims of gross negligence.” (Citation omitted.) Barnes v. New Hampshire Karting Assn., Inc., supra, 128 N.H. 108-109; but see Ratti v. Wheeling Pittsburgh Steel Corp., 758 A.2d 695, 705 n.3 (Pa. Super. 2000) (declining to reach issue of whether agreement that released liability for gross negligence would violate public policy where agreement in question stated only “negligence”); Bielski v. Schulze, 16 Wis. 2d 1, 18-19, 114 N.W.2d 105 (1962) (<HOLDING>). The great weight of these numerous and highly Options: A. holding that dawson proscribes gross negligence B. holding that ordinary negligence and gross negligence are not separate causes of action C. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does D. recognizing the applicability of choice of law clauses in contracts E. recognizing potential problems that wisconsins abolition of gross negligence might raise in area of exculpatory clauses

assistant: The best answer is E. recognizing potential problems that wisconsins abolition of gross negligence might raise in area of exculpatory clauses
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) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date and (b) the Term Loan Commitments shall terminate following the funding of the Borrowings made on the Closing Date as provided in Section 2.01(b).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 28 U.S.C. § 2201, provides: In a case of actual controversy within its jurisdiction ... any court of the United States, upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought. (Emphasis added). Thus, the very terms of the Act and its subsequent interpretation by the courts have made the exercise of declaratory judgment jurisdiction discretionary. See Provident Tradesmens Bank & Trust Co. v. Patterson, 390 U.S. 102, 126, 88 S.Ct. 733, 746-47, 19 L.Ed.2d 936 (1968); Public Service Comm’n, 344 U.S. at 241, 73 S.Ct. at 239; Intermedics Infusaid, Inc. v. Regents of the University of Minnesota, 804 F.2d 129, 134-35, 231 USPQ 653, 657-58 (Fed.Cir.1986) (<HOLDING>). The reason for giving this discretion to the Options: A. holding trial court did not abuse its discretion by ruling based only on affidavits B. holding that district court did not abuse its discretion in reconsidering a prior interlocutory ruling C. holding that the district court did not abuse its discretion in its ruling whether to proceed with a declaratory judgment action D. holding that district court did not abuse its discretion in striking fact statements that did not comply with the local rules E. holding that a district court did not abuse its discretion in excluding the testimony of a witness that was not highly probative

assistant: The best answer is C. holding that the district court did not abuse its discretion in its ruling whether to proceed with a declaratory judgment action
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: failure to argue harmless error, the majority concludes that the constructive-possession instructional error was harmless, primarily by relying on Mr. Little’s supposed exclusive control of the well house. However, the majority’s harmless-error analysis does not alter my view that the resolution of the harmlessness question is at least debatable and far from certain or readily apparent. As the majority candidly acknowledges, the cases on which it relies only hold that constructive possession may be inferred from a defendant’s exclusive control of the premises in which the firearms are found; the cases do not indicate that a defendant’s exclusive control of the premises necessitates an inference of constructive possession. See United States v. Hishaw, 235 F.3d 565, 571 (10th Cir. 2000) (<HOLDING>); see also United States v. Griffin, 684 F.3d Options: A. holding that the defendants dominion control and knowledge may be inferred if he had exclusive possession of the premises on which the object was found emphasis added B. holding that if the site where the contraband is found is in joint rather than exclusive possession a defendants knowledge of the contrabands presence and his ability to control it cannot be inferred merely from the defendants proximity to the contraband C. holding that circumstance that contraband was found in a box bearing defendants name was sufficient to support an inference of knowledge and dominion and control D. holding that where drugs are found in the presence and plain view of the owner or resident occupant of a home dominion and control maybe inferred E. holding when drugs are found on premises exclusive control provides significant proof of constructive possession

assistant: The best answer is A. holding that the defendants dominion control and knowledge may be inferred if he had exclusive possession of the premises on which the object was found emphasis added
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: Neither is this court free to reopen and replace Congress’s judgment with our own.”), and the factual similarities between Prost and the case here, Mr. Abernathy’s claims appear to be barred, see Stine v. Davis, 442 Fed.Appx. 405, 405-06 (10th Cir.2011) (“A Chambers-type argument that his prior escape convictions did not merit a career offender enhancement was available to Mr. Stine at the time of his initial § 2255 motion. The fact that Chambers itself was not decided until after Mr. Stine filed his initial § 2255 motion makes no difference. Neither does the fact that Mr. Stine may have tried and lost a Chambers-type argument in his first § 2255 motion mean that it was an inadequate and ineffective remedial vehicle for challenging his detention.”); see also Brace, 634 F.3d at 1170 (<HOLDING>). However, Mr. Abernathy presents two arguments Options: A. holding that the petitioners initial 2255 motion offered him an adequate and effective means for testing his statutory interpretation argument B. holding that an expert is not competent to testify as to statutory interpretation C. holding statutory interpretation is subject to de novo review D. holding that a trial courts statutory interpretation is given no deference on review E. holding that the defendant is precluded from bringing his ncmiosbased statutory interpretation argument under prost

assistant: The best answer is E. holding that the defendant is precluded from bringing his ncmiosbased statutory interpretation argument under prost
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 evidence in the light most favorable to the government. United States v. Olbres, 61 F.3d 967, 970 (1st Cir.1995). That means that the Court must “resolve all evidentia-ry conflicts and credibility questions in the prosecution’s favor; and, moreover, as among competing inferences, two or more of which are plausible, the judge must choose the inference that best fits the prosecution’s theory of guilt.” Id. When, as here, the Court reserves decision on a motion for judgment of acquittal, the Court “must decide the motion on the basis of the evidence at the time the ruling was reserved.” ■ Fed.R.Crim.P. 29(b). Thus, that decision will not affected by intervening verdicts of acquittal on other counts. See United States v. Powell, 469 U.S. 57, 67, 105 S.Ct. 471, 83 L.Ed.2d 461 (1984) (<HOLDING>); United States v. Bucuvalas, 909 F.2d 593, 597 Options: A. holding the applicable standard of review in addressing the sufficiency of the evidence is manifest error B. holding that in resolving sufficiency of evidence appeals court does not weigh evidence or review credibility of witnesses C. holding that sufficiency of the evidence review should be independent of the jurys determination that evidence on another count was insufficient D. holding review of sufficiency of evidence of juvenile adjudication is same as reviewing substantial evidence to support a criminal conviction E. holding that appellate courts determine the sufficiency of the evidence to support a conviction based on a review of all of the evidence admitted at trial

assistant: The best answer is C. holding that sufficiency of the evidence review should be independent of the jurys determination that evidence on another count was insufficient
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 may terminate Executive’s employment upon and at any time during the continuance of his disability within the meaning of the long-term disability plan maintained by the Company or its Affiliates in respect of senior executives of the Company as in effect from time to time (“ Disability ”).

assistant: Disability
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 and each other Loan Party agrees to pay the Expenses on the earlier of (a) the tenth day of the month following the date on which such Expenses were first incurred (or, if such day is not a Business Day, the next succeeding Business Day), or (b) the date on which demand therefor is made by the Agent or a Lender on Borrower, and each other Loan Party agrees that its obligations contained in this Section 19.9 shall survive payment or satisfaction in full of all other Obligations; provided , that the Loan Parties shall not be deemed in default for non-payment of such Expenses unless such expenses remain unpaid following demand therefor.

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 legal provision and list the applicable contract clause categories. Provision: This Guaranty, together with the other Loan Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to a guaranty of the loans and advances under the Loan Documents and/or the Guaranteed Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Investor represents and warrants to Company that as of the Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by Oklahoma law. She definitively stated she preferred to live with Father, wanted to live closer to extended family, and had been considering this decision for almost two years. 122 Although Buffalo is factually distinguishable, we agree with the appellate court's position that "[i]t is the explanation, the supporting reasons and all the factors that led to the preference that allow the court to examine the child's preference in terms of the requirements outlined in Gibbons." Id. at ¶ 18, 211 P.3d at 927. Here, we have considered FIL's explanation, supporting reasons, and factors that led to her preference in order to determine ii the G4ib-bons requirements have been met. After doing so, we conclude FIL's preference is y"); Eimen v. Eimen, 2006 OK CIV APP 23, ¶ 14, 131 P.3d 148, 152 (<HOLDING>). 2 . Although the Legislature amended section Options: A. holding court cannot change custody without showing that change is in best interests of child B. holding that a showing of a change in circumstances that is or is likely to be beneficial to the child may also warrant a change in custody C. holding the teenage childrens preference to live in fathers home was sufficient evidence to support a change in physical custody in a modification of a split physical custody arrangement even though the party seeking the change failed to demonstrate a change in circumstances D. holding fact that the parties failed to communicate and had continuing hostility does not constitute a material change in custody to warrant modification of custody E. holding that an employer seeking modification must show a change in claimants physical condition

assistant: The best answer is C. holding the teenage childrens preference to live in fathers home was sufficient evidence to support a change in physical custody in a modification of a split physical custody arrangement even though the party seeking the change failed to demonstrate a change in circumstances