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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be t tiation of delinquency proceedings have evolved over the years. Additionally, cases interpreting and applying the statutes have listed the statutory prerequisites to jurisdiction in various ways. One constant requirement, however, has been that the juvenile court must authorize the filing of a delinquency petition. See Taylor v. State, 438 N.E.2d 275, 277 (Ind.1982) (concluding that a determination by the juvenile court that it will assume jurisdiction and the filing of a formal petition of delinquency, pursuant to the court's authorization, are necessary prerequisites to the acquisition of jurisdiction) (citing Duty v. State, 169 Ind.App. 621, 349 N.E.2d 729 (1976); Shupe, 127 Ind.App. at 300-01, 141 N.E.2d at 855; Seay v. State, 167 Ind.App. 22, 37, 887 N.E.2d 489, 498 (1975) (<HOLDING>); Collins v. State, 540 N.E.2d 85, 86 Options: A. holding that the order of the juvenile court authorizing the filing of a delinquency petition is one of the essential documents needed when considering a challenge to juvenile jurisdiction B. holding juvenile court under statutes then in effect could not acquire jurisdiction in delinquency proceeding in the absence of a delinquency petition filed by the probation officer under an order of the court authorizing the same C. holding that although the juvenile restitution statute does not expressly require the juvenile court to determine whether the juvenile has the ability to pay the restitution ordered as a condition of probation the policies underlying the adult restitutions command that a trial court make such an inquiry applies with equal force to juvenile courts D. holding juvenile court lacked jurisdiction over a grandparents deprivation petition where petition was a transparent attempt to use the juvenile court system to seek custody of the child E. holding that juvenile court has no jurisdiction to consider constitutional claims

assistant: The best answer is A. holding that the order of the juvenile court authorizing the filing of a delinquency petition is one of the essential documents needed when considering a challenge to juvenile 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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase $354,545.45 aggregate principal amount of New Notes at a purchase price in cash equal to $325,000 (the “ Purchase Price ”). The Company shall deliver to the Investor its New Notes as determined pursuant to Section 2.2(a), and the Company and the Investor 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: With respect to Inventory that has been included in the calculation of the U.S./European Borrowing Base or Canadian Borrowing Base, no Loan Party shall acquire or accept any such Inventory on consignment or approval and the Loan Parties shall take all commercially reasonable steps to assure that all Inventory is produced in accordance with applicable Law, including the FLSA; except in any such case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties shall use, store and maintain all Inventory with reasonable care and caution, in accordance with historical practices and in conformity in all material respects with all applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any ABL Collateral is located; except in any such case where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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: Except as disclosed on Schedule 5.04 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened in writing against any Loan Party or any of their Subsidiaries, or in respect of which any Loan Party or any of their Subsidiaries may have any liability, in any court or before or by any Governmental Authority, arbitration board or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Loan Party or any of their Subsidiaries is a party or by which the property or assets of any Loan Party or any of their Subsidiaries are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Loan Party or any of their Subsidiaries, or threats of work stoppage, strike, or pending demands for collective bargaining, that, as to (a) through (c) above, if violated or determined adversely, either individually or in the aggregate, would have a Material Adverse Effect.

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: were intentional and mali-clous;" (8) publication, ie., "[the Defendants have released to a few individuals the alleged contents of part of the report highly negative about [Eddie];" and (4) special damages, i.e., "[Eddie] has suffered ... loss of earnings ... from the Defendant's actions. Appellants' Appendix at 19-20. Thus, the complaint is sufficient to defeat an Ind. Trial Rule 12(B)(8) motion to dismiss. Although unartfully pleaded, the complaint placed the Defendants on notice as to the theory of Eddie's defamation claim and its underlying facts and is capable of supporting a defamation claim. Accordingly, we reverse the trial court's dismissal of this defamation claim and remand the case for further proceedings consistent with this opinion. See, e.g., McQueen, 711 N.E.2d at 67 (<HOLDING>). IV. Loss of Consortium The last issue is Options: A. holding that court erred in dismissing minors claims with prejudice absent a hearing B. holding that district court erred in dismissing the indictment based on sufficiency of evidence C. holding that the trial court erred by granting the defendants motion to dismiss D. holding court erred by disposing of plaintiffs claims on merits after nonsuit filed instead of dismissing case without prejudice E. holding that the trial court erred by dismissing the plaintiffs defamation claim

assistant: The best answer is E. holding that the trial court erred by dismissing the plaintiffs defamation claim
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: that time. I think — I thought that a reasonable and just and sufficient sentence was the 41 months, and I think that now with credit for time served. The sentence is within the guideline range. That range does not exceed 24 months. The Court finds no reason to depart from the sentenced called for by the application of the guidelines. The Court finds the sentence to be reasonable and sufficient. And even though you did make a request for it, under 3553(a)(1) through (7) of 18 U.S.C., the Court specifically finds that the sentence is reasonable, sufficient, and adequate. We find it plain that the court treated the Guidelines range as advisory on resentencing, and therefore, Booker did not preclude the court from making and relying on the challenged fact findings. Chau, 426 F.3d at 1323 (<HOLDING>). It is now well-settled that a district court Options: A. holding a sentence within the advisory guidelines range is presumptively reasonable B. holding that the pennsylvania sentencing guidelines are purely advisory in nature C. holding guidelines to be only advisory D. holding that the use of extraverdict enhancements in an advisory guidelines system is not unconstitutional quotation omitted E. holding that the cocaine guidelines are advisory only

assistant: The best answer is D. holding that the use of extraverdict enhancements in an advisory guidelines system is not unconstitutional quotation omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. N otwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is irrelevant. The issue of whether Davis was entitled to prejudgment interest had already been determined and any countervailing equities should not have been a consideration for the Cibola County court. The surety bond states that Safeco is to pay claimants “such sum or sums as may be justly due claimant” following a lawsuit. It has long been black-letter law that “[i]nterest normally commences to run against the principal from the date that he violates his obligation and, since the surety is liable for the principal’s entire debt, he will be hable also for such interest on the debt.” Arthur A. Stearns, The Law of Suretyship § 8.19, at 283 (5th ed. 1951); cf. Social Sec. Admin., Baltimore Fed. Credit Union v. Employer’s Mut. Liab. Ins. Co., 234 Md. 493, 199 A.2d 918, 919 (1964) (<HOLDING>); Borough of Totowa v. American Surety Co., 39 Options: A. holding bond protecting credit union against loss from employees dishonesty made surety hable for interest on sum embezzled B. holding that the breach occurs when the union acts against the interest of its members C. holding school district strictly hable for sexual harassment by its employees D. recognizing employers interest in protecting confidentiality of data bearing on employees basic competence E. holding union members state law claims for defamation against union preempted

assistant: The best answer is A. holding bond protecting credit union against loss from employees dishonesty made surety hable for interest on sum embezzled
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 and agrees that great loss and irreparable damage would be suffered by the Employer if the Executive should breach or violate any of the terms or provisions of the covenants and agreements set forth in Section 1 of this Agreement. The Executive further acknowledges and agrees that each of these covenants and agreements is reasonably necessary to protect and preserve the interests of the Employer and agrees that money damages for any breach of such provisions by the Executive are impossible to measure and that the Executive or any of the Executive’s affiliates, as the case may be, will, to the extent permitted by law, waive in any proceeding initiated to enforce such sections any claim or defense that an adequate remedy at law exists. The existence of any claim, demand, action or cause of action against the Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of the covenants or agreements in this Agreement; provided , however , that nothing in this Agreement shall be deemed to deny the Executive the right to defend against this enforcement on the basis that the Employer has no right to its enforcement under the terms of this Agreement. The remedies of a party provided in this Agreement are cumulative and shall not exclude any other remedies to which any party may be lawfully entitled under this Agreement or applicable law, and the exercise of a remedy shall not be deemed an election excluding any other remedy (any such claim by the other party being hereby waived).

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: demeanor or conduct of the party sought to be bound thereby. And, whether it is acquiescence in the conduct or in the language of others, it must plainly appear that such conduct was fully known or the language fully understood by such party before any inference can be drawn by his silence.’ [Citations omitted.] ... ‘The mere silence of one, when facts are asserted in his presence, is no ground of presuming his acquiescence unless the conversation was addressed to him under such circumstances as to call for a reply.’ ” (Emphasis added.) See also Palmer v. Fuqua, 641 F.2d 1146, 1160 (5th Cir.1981) (To prove the defense of estoppel by silence, it must be shown that the party who failed to speak had a duty to speak.); Champlin Oil & Ref. Co. v. Chastain, 403 S.W.2d 376, 404 (Tex.1965) (<HOLDING>); City of Mesquite v. Rawlins, 399 S.W.2d 162, Options: A. holding that upon choosing to speak one has a duty to be both accurate and complete B. holding that silence can constitute misrepresentation when there is duty to speak C. holding that the government may comment on a defendants prearrest premiranda silence as well as his postarrest pr emiranda silence D. holding that a district attorneys duty to preserve exculpatory evidence would arise from his role as an officer of the court charged to do justice an act or an omission concerning such a duty cannot be construed as only administrative or investigative it too is necessarily related to the prosecutors preparation to prosecute E. holding that objection was called for by the party to be estopped since an estoppel may arise as effectually from silence where it is a duty to speak as from words spoken

assistant: The best answer is E. holding that objection was called for by the party to be estopped since an estoppel may arise as effectually from silence where it is a duty to speak as from words spoken
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: crowdtangle and its licensors retain title to and ownership of all rights ( including copyright , trade-mark , patent , trade secret and all other intellectual property rights ) in and to the services and crowdtangle 's content .

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: that Watts survived Booker, and we decline to reconsider our position. See United States v. Horne, 474 F.3d 1004, 1006 (7th Cir.2007); United States v. Price, 418 F.3d 771, 788 & n. 7 (7th Cir.2005). Watts acknowledged that there is some disagreement among circuit courts about whether a sentence, like this one, that is based almost entirely on acquitted conduct, violates due process when the district court applies a preponderance of the evidence standard rather than requiring clear and convincing evidence. Compare, e.g., United States v. Hopper, 177 F.3d 824, 833 (9th Cir.1999) (requiring clear and convincing proof where the use of acquitted conduct results in a seven-level adjustment to the defendant’s Guide lines range), with United States v. Ward, 190 F.3d 483, 492 (6th Cir.1999) (<HOLDING>). Nevertheless, the disagreement— which Watts Options: A. holding that a district court may find acquitted conduct by a preponderance of the evidence B. holding that a district court may not impose a sentencing enhancement based on conduct of which the jury acquitted the defendant C. holding that district court may treat acquitted conduct as relevant conduct at sentencing D. holding that criminal conduct of which defendant is acquitted may be used as sentencing factor if proved by preponderance of the evidence E. holding that the district court was permitted to find conduct that had been acquitted by the jury when determining the defendants sentence

assistant: The best answer is A. holding that a district court may find acquitted conduct by a preponderance of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as Chief Financial Officer, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the Board of Directors of the Company (the “ Board ”) or the Chief Executive Officer of the Company (the “ CEO ”) that are customary for a CFO of a corporation of the size and nature of the Company.

assistant: Duties
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: receives a notice of deficiency more than two years after the due date of tax returns and who subsequently files a tax return cannot claim a refund in the Tax Court. The Tenth Circuit has explicitly followed the Tax Court’s interpretation of § 6512(b)(3)(B) in a case with facts identical to Lundy’s situation. Richards v. Commissioner, 37 F.3d 587 (10th Cir.1994). Other circuits have followed the interpretation of § 6512(b)(3)(B) in other factual circumstances. See Galuska v. Commissioner, 5 F.3d 195 (7th Cir.1993) (applying two-year limitation under § 6512(b)(3)(B) where taxpayer filed petition in Tax Court four and one-half years after the due date for tax returns and one and one-half years after receiving the notice of deficiency); Miller v. United States, 38 F.3d 473 (9th Cir.1994) (<HOLDING>); Anderson v. Commissioner, No. 93-2501, 1994 Options: A. holding that the taxpayer met the claim requirement where the taxpayer first filed a timely letter with the irs that requested a refund and subsequently filed a formal refund claim B. holding that a taxpayer only has a refund right after the irs has credited the refund to other underpaid taxes therefore the refund was not part of the bankruptcy estate C. holding a taxpayer has three years from the date his return is actually filed to file a claim for refund or credit D. holding under section 7422a that the district court lacked jurisdiction over a taxpayers refund claim because the taxpayer failed to file a refund claim before the statute of limitations had run E. recognizing that twoyear limitation would have applied under 6512b3b although taxpayer filed claim for refund in a united states district court and 6511 applied

assistant: The best answer is E. recognizing that twoyear limitation would have applied under 6512b3b although taxpayer filed claim for refund in a united states district court and 6511 applied
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: 6.1 the licensee acknowledges that the service has not been developed to meet the individual requirements of the licensee , and that it is therefore the licensee 's responsibility to ensure that the facilities and functions of the service meet the requirements of the licensee .

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: Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity, and each of the Parties waives any bond, surety or other security that might be required of any other Party with respect thereto.

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 legal provision and list the applicable contract clause categories. Provision: There is no suit, claim, action, investigation, litigation or proceeding pending or, to the knowledge of Purchaser or its Affiliates, threatened against Purchaser or its Affiliates, with respect to the Acquired Assets, the Licensed Products or the Business in the Territory which (i) if adversely determined would result in a material adverse effect on Purchaser or its Affiliates or (ii) challenges or seeks to prevent or enjoin the transactions contemplated by this Agreement.

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: To the extent permitted by law, the Company shall indemnify the Plan Administrator and its designees from all claims for liability, loss or damage (including payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with the Plan.

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 case excerpt and choose the best holding from the options. Case excerpt: Kyle has failed to demonstrate the existence of a jury question as to her claim for negligent infliction of emotional distress, and the trial court erred in denying Franklin’s and Urology’s motion for summary judgment on that issue. ¶ 20. Where there is no physical injury, a party may recover for intentional infliction of emotional distress, “where there is something about the defendant’s conduct which evokes outrage or revulsion.” Morrison v. Means, 680 So.2d 803, 806 (Miss.1996) (citing Sears 405 So.2d at 902). “The standard is whether the defendant’s behavior is malicious, intentional, willful, wanton, grossly careless, indifferent or reckless.” Leaf River Forest Prods., Inc. v. Ferguson, 662 So.2d 648, 659 (Miss.1995). See also Smith v. Malouf 722 So.2d 490, 498 (Miss.1998) (<HOLDING>). ¶ 21. Kyle argues evidence of malice exists Options: A. holding there must be some sort of demons trative harm and said harm must have been reasonably foreseeable by the defendant B. holding a business owes a duty to protect invitees from reasonably foreseeable harm by third persons C. holding that the opposing party must show substantial harm D. holding that before a duty can be imposed there must be a relationship between the parties and the harm must have been foreseeable E. holding that the threat of irreparable harm must be immediate

assistant: The best answer is A. holding there must be some sort of demons trative harm and said harm must have been reasonably foreseeable by the 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( in some cases , that jurisdiction will be `` exclusive '' , meaning that no other countries ' courts can preside over the matter ; have jurisdiction ; in other cases , the jurisdiction is `` non-exclusive '' , meaning that other countries ' courts may have jurisdiction as well .

assistant: Choice of law, 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 case excerpt and choose the best holding from the options. Case excerpt: that the sales-tax exemption in § 40-23-4(a)(ll) facially discriminated against interstate commerce, and was thus “‘“virtually per se invalid,” ’ ” and that a genuine issue of material fact existed as to “the Department’s justification for any discriminatory treatment in assessing sales taxes.” Hoover, Inc. v. State Dep’t of Revenue, 833 So.2d at 35, 36 (quoting Fulton Corp. v. Faulkner, 516 U.S. 325, 331, 116 S.Ct. 848, 133 L.Ed.2d 796 (1996)). The supreme court specifically stated that the Department had “completely ignore[d]” the United States Supreme Court cases relied on by Hoover for the proposition that the tax-exemption statute discriminated against interstate commerce and had, instead, relied on State v. Leary & Owens Equipment Co., 54 Ala.App. 49, 304 So.2d 604 (Civ.1974) (<HOLDING>), for its contention that taxing out-of-state Options: A. holding that defendants conduct amounted to substantial and nonisolated activity within florida for purposes of general jurisdiction where its advertising strategy was designed to generate product sales in florida and its dollar volume of sales was substantial B. holding that alabama could tax the sales of repair parts to county governments in florida when the transactions were conducted entirely within alabama C. holding that the essential purpose of use tax is the recoupment of lost sales tax revenue D. holding property lien for nonpayment of sales tax was beyond boroughs authority to collect sales tax E. holding that exercising general jurisdiction over defendant was improper where its actual sales in florida were a small percentage of the total sales and therefore these sales were de minimis

assistant: The best answer is B. holding that alabama could tax the sales of repair parts to county governments in florida when the transactions were conducted entirely within alabama
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the guarantee set forth in Section 2 , and all other Loan Documents and all instruments and documents to be delivered by each Guarantor hereunder and under the Credit Agreement are within such Guarantor’s organizational power, have been duly authorized by all necessary or proper organizational action, including the consent of stockholders where required, are not in contravention of any provision of such Guarantor’s Organizational Documents, do not violate any law or regulation, or any order or decree of any Governmental Authority, do not conflict with or result in the breach of, or constitute a default under, or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Guarantor is a party or by which any Guarantor or any of its property is bound, do not result in the creation or imposition of any Lien upon any of the property of any Guarantor, all of which have been duly obtained, made or complied with prior to the Closing Date. On or prior to the Closing Date, this Agreement and each of the Loan Documents to which any Guarantor is a party shall have been duly executed and delivered for the benefit of or on behalf of such Guarantor, and each shall then constitute a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company understands and confirms that each of the Buyers will rely on the foregoing representations in purchasing the Preferred Shares and Warrants. No statement made by the Company in this Agreement, any other Transaction Document or the Exhibits and Schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Company to the Investors or any of their representatives in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. The due diligence materials previously provided by or on behalf of the Company to each Buyer (the “ Due Diligence Materials ”), have been prepared in a good faith effort by the Company to describe the Company’s present and proposed products, and projected growth and the Company and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions contained in the Due Diligence Materials, the Company represents only that such assumptions, projections, expressions of opinion and predictions were made in good faith and that the Company believes there is a reasonable basis therefor. To the Company’s Knowledge, the Due Diligence Materials contain all material agreements of the Company and its Subsidiaries and no material agreements of the Company or its Subsidiaries exist other than those provided in the Due Diligence Materials. The Company acknowledges and agrees that no Buyer participated in the preparation of, or has any responsibility for, the content of any Due Diligence Materials.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive will hold the office and title set forth on Exhibit A and will have such duties assigned to Executive under the Bylaws of the Company, by the Board of Directors of the Company, by the chief executive officer of the Company or by the officer to whom Executive directly reports as described on Exhibit A . Executive agrees to use his best efforts to promote the interests of the Company, and to devote his full productive time and working attention to the business and affairs of the Company. The Company acknowledges that Executive currently serves on the board of directors of 4M HR Logistics LP, a privately-held business in the staffing and defense contracting business, and that Executive may in the future serve on the boards of directors of businesses which do not compete with the business, present or future, conducted by the Company; provided, that, such board service by Executive does not affect or impair his obligation to devote his full productive time and working attention to the business and affairs of the Company.

assistant: Duties
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: exercise of reasonable diligence, before or during trial. Petitioner presents the Court with three expert reports that he obtained after the trial that petitioner asserts corroborate his version of the financing agreement between RRC and SCB. See Declaration of Walter Mack dated November 24, 1997 at Ex A-C. However, it was effectively conceded at oral argument that the reports, and the opinions and interpretations contained therein, were based upon documents available to the defense before and during the trial (and on direct appeal). See Arg.Tr. at 43-53. Expert reports such as the type presented to the Court here, based upon evidence available to the defense at trial, do not constitute new evidence. See Massaro v. United States, No. 97 Civ. 2971, 1998 WL 241625, at *2 (S.D.N.Y.1998) (<HOLDING>). Accordingly, to the extent petitioner’s Options: A. holding that a state agency proceeding did not constitute an action in a court of the united states or a state within the meaning of 33 usc 1365b1 B. holding evidence not to be material within the meaning of brady when the evidence did not eliminate the defendant as the perpetrator C. holding that newly available evidence does not constitute newly discovered evidence for pinposes of extending beyond seven days the time for filing a rule 33 motion D. holding that upon remand if the trial court determined that the testimony in a newly discovered evidence claim was reliable the trial court must review that new evidence as well as brady claims that were previously rejected in a prior postconviction motion because the evidence was equally accessible to the defense and there was no reasonable probability that the result of the trial would have been different had the evidence been disclosed E. holding that expert tests conducted by petitioner postconviction based upon evidence available to the defense at trial did not constitute new evidence within the meaning of rule 33

assistant: The best answer is E. holding that expert tests conducted by petitioner postconviction based upon evidence available to the defense at trial did not constitute new evidence within the meaning of rule 33
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: “narrowly tailored” when it does not “burden substantially more speech than is necessary to further the government’s legitimate interests.” Ward v. Rock Against Racism, 491 U.S. 781, 799, 109 S.Ct. 2746, 105 L.Ed.2d 661 (1989). As a threshold matter, Appellants do not appear to dispute the District’s substantial interest in promoting the tourism industry and economy. The District attracts approximately fifteen million visitors each year and supports more than 66,000 tourism-related, full-time jobs, which generate some $2.6 billion in wages. See Edwards, 765 F.Supp.2d at 18. Undoubtedly, promoting a major industry that contributes to the economic vitality of the District is a substantial government interest. See Smith v. City of Ft. Lauderdale, Fla., 177 F.3d 954, 955-56 (11th Cir.1999) (<HOLDING>); Ctr. for Bio-Ethical Reform, Inc. v. City & Options: A. recognizing that the right of redemption is one of the most important rights provided by the states to owners of real property B. recognizing floridas substantial interest in promoting tourism one of floridas most important economic industries C. recognizing that the third factor permanence is the most important D. holding that the most important consideration should be the existence of an antagonistic economic interest E. recognizing an overwhelming public interest in promoting improvement in health care through the mechanism of physician peer review

assistant: The best answer is B. recognizing floridas substantial interest in promoting tourism one of floridas most important economic industries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the two claims have identical elements. See Singer v. Fulton County Sheriff, 63 F.3d 110, 118 (2d Cir. 1995) (citing Broughton v. State, 37 N.Y.2d 451, 456, 373 N.Y.S.2d 87, 93, 335 N.E.2d 310 (1975)). Moreover, a “ § 1983 claim for false arrest, resting on the Fourth Amendment right of an individual to be free from unreasonable seizures, including arrest without probable cause own in New York law, “exists when the officers have knowledge or reasonably trustworthy information of facts and circumstances that are sufficient to warrant a person of reasonable caution in the belief that the person about to be arrested has committed or is committing a crime.” Weyant, 101 F.3d at 852 (citations omitted); see Raysor v. Port Auth. of N.Y. & N.J., 768 F.2d 34, 39-40 (2d Cir.1985) (<HOLDING>). Since the law seeks to protect citizens Options: A. holding that under fourth amendment standards for determining probable cause for arrest and probable cause for search and seizure are same B. holding that an excessive force claim is governed by the fourth amendments objectively reasonable standard rather than the fourteenth amendments shock the conscience standard C. holding that new york law reasonable cause standard is equivalent to fourth amendments probable cause standard D. holding that probable cause is the appropriate standard for 3144 material witness warrants E. holding that even if the standard for waiver is clear the standard was not met

assistant: The best answer is C. holding that new york law reasonable cause standard is equivalent to fourth amendments probable cause standard
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: ... or claims that he reasonably could have raised in that petition, it cannot be said that he has made the necessary showing of a ‘complete miscarriage of justice,’ ” United States v. Esogbue, 357 F.3d 532, 535 (5th Cir.2004). Finally, Ridings contends that he recently remembered, 22 years after the fact, a conversation that he had with Miller that led to “[t]he entire case before the court today.” Even putting aside the fact that Ridings’s sudden remembrance stretches credulity, he is entitled to no relief. Ridings has not alleged any medical impairment that would affect his memory in this way; in these circumstances, his mere forgetfulness does not cause the type of fundamental error that can be remedied via coram nobis. Cf. Walker v. Jastremski, 430 F.3d 560, 564 (2d Cir.2005) (<HOLDING>). Accordingly, we will summarily affirm the Options: A. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling B. holding that such a threat would not supply exceptional circumstances C. holding that equitable tolling under 2255 would be allowed if at all only for extraordinary circumstances D. holding that partys failure to remember what he earlier knew did not present exceptional circumstances justifying equitable tolling E. holding title vii subject to equitable tolling

assistant: The best answer is D. holding that partys failure to remember what he earlier knew did not present exceptional circumstances justifying equitable tolling
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: So long as no party to this Agreement has a reasonable basis to believe that another party to this Agreement is violating or preparing to violate the terms of this Agreement, except as required by any governmental or quasi-governmental entity (including but not limited to required filings with the Securities and Exchange Commission), the parties agree that this Agreement, its terms and provisions and all correspondence and discussions related to this Agreement, shall be kept privileged and strictly confidential by each party from the date hereof into the future; provided, however, (a) Executive may disclose this information to her immediate family, tax advisors and accountants and (b) the Company shall be permitted to advise any party it believes to be a prospective employer of Executive as to the dates of Executive’s employment with the Company and Executive’s last position held with the Company, in accordance with Company policy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall indemnify, defend and hold Lender and the Lender Parties harmless from and against, and be responsible for paying, all Losses which may be imposed upon, asserted against, or incurred or paid by any of them: (a) by reason of, on account of or in connection with any act or occurrence relating to the Mortgaged Property or any bodily injury, death, other personal injury or property damage occurring in, upon or in the vicinity of the Mortgaged Property from any cause whatsoever; (b) as a result of the failure of Borrower to perform any of its obligations under any of the Loan Documents; or (c) on account of any transaction otherwise arising out of or in any way connected with the Mortgaged Property, this Agreement or the Indebtedness; provided, however, the indemnification in this Section 6.8 shall not require Borrower to pay any Taxes that are not Indemnified Taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Arris Investment Agreement, the Acquisition Agreement and the Confidentiality Agreements shall constitute the entire understanding among the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter, whether oral or written.

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: Executive acknowledges that Executive may provide the image, likeness, voice, or other characteristics of Executive in the services, materials, computer programs and other deliverables that Executive provides as a part of this Agreement. Executive hereby consents to the use of such characteristics of Executive by the Company in the products or services of the Company and its affiliates and releases the Company and its affiliates and their respective agents, contractors, licensees and assigns from any claims which Executive has or may have for invasion of privacy, right of publicity, copyright infringement, or any other causes of action arising out of the use, adaptation, reproduction, distribution, broadcast, or exhibition of such characteristics.

assistant: Releases
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 base salary (“Base Salary”) payable at the rate of Fourteen Thousand, One Hundred and Sixty Seven Dollars ($14,167) per month (an annualized rate of One Hundred and Seventy Thousand Dollars ($170,000) per year) during the Employment Period, payable in accordance with the Company’s ordinary payroll practices. Any increase in Base Salary shall be at the sole discretion of the Board of Directors (or of the Compensation Committee, as the case may be).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any and all virtual goods are licensed to you on limited , personal , non-transferable , non-sublicensable and revocable basis and limited only for non-commercial use .

assistant: None