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: In addition to the insurance required by the Loan Documents with respect to the Collateral, maintain, on behalf of itself and its Subsidiaries, with its current insurers or with other financially sound and reputable insurers having a rating of at least A— or better by Best’s Ratings , a publication of A.M. Best Company, insurance with respect to its properties and business against such casualties and contingencies of such type (including product liability, workers’ compensation, malfeasance and misfeasance insurance) and in such amounts and with such coverage, limits and deductibles as is customary in the business of such Obligor and its Subsidiaries. All such insurance policies shall name Administrative Agent as additional insured or lender loss payee, as the case may be. Such Obligor shall deliver the certificates of insurance evidencing that the required insurance is in force, together with satisfactory additional insured or lender loss payee, as the case may be, endorsements. Each policy of insurance or endorsement shall contain, unless Administrative Agent agrees otherwise, in its discretion, a clause requiring the insurer to give not less than 30 days prior written notice to Administrative Agent in the event of cancellation or modification of the policy for any reason whatsoever other than non-payment of premiums, in which case 10 days prior written notice is acceptable, and, if requested by Administrative Agent, a clause that the interest of Administrative Agent shall not be impaired or invalidated by any act or neglect of any Obligor or owner of the Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Obligor fails to provide and pay for such insurance, Administrative Agent may, at Borrower’s expense and upon notice to Borrower, procure the same, but shall not be required to do so.

assistant: Insurances
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: ( i ) faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered , as a consequence of technical faults with our software or hardware ( whether or not they are within or outside of our control ) .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we also reserve the right to establish limits to the nature or size of storage available to you , the number of transmissions , the ability to send or receive email messages , the nature or size of any index or library information , the nature of , or your continued ability to access or distribute , your content and other data , and impose other limitations at any time , with or without notice .

assistant: Unilateral change
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: Buyer, and its Authorized Assignee(s), acting through any of their respective duly empowered and authorized officers, has all necessary entity power and authority to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments required of Buyer herein, and to perform its obligations hereunder; and no consent of any of Buyer’s directors, officers or members is required to so empower or authorize Buyer. This Agreement has been duly authorized, executed and delivered by Buyer, is the legal, valid and binding obligation of Buyer, and, neither this Agreement nor compliance with or fulfillment of the terms and conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement to which Buyer is a party or by which Buyer is otherwise bound, or any judicial order to which Buyer is a party or to which Buyer is subject. All documents to be executed by Buyer which are to be delivered at Closing, will, at the time of Closing, (i) be duly authorized, executed and delivered by Buyer, (ii) be legal, valid and binding obligations of Buyer, and (iii) not violate, to the best of Buyer’s knowledge, any provision of any agreement or judicial order to which Buyer is a party or to which Buyer is subject.

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

user: (c) Each Party agrees that, without the prior written consent of the other Party, neither it nor its Representatives will disclose to any other person the fact that the other Party or its Representative have received Confidential Information or that Confidential Information has been made available to the other Party or its Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status this Agreement and the identity of the parties hereto (collectively, the “Discussion Information”), provided that the Receiving Party may make such disclosure if required by law or the applicable rules of any securities exchange or interdealer quotation system.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: complaint to state a claim for recovery. See Hartwell, supra. However, by not responding to the requests, Defendant admitted the matters requested, including, inter alia, that (1) there was a valid contract for the sale of the property that is the subject of this litigation, (2) Plaintiffs were ready, willing, and able to close on the agreed upon date or within a reasonable time thereafter, and (3) Defendant failed to appear for the scheduled closing or to sign the documents necessary for the closing to be completed, as required by the contract. From these admissions, Plaintiffs established the elements of their breach of contract claim against Defendant. See Lake Mary Ltd. P’ship v. Johnston, 145 N.C. App. 525, 536, 551 S.E.2d 546, 554 (quotation marks and citation omitted) (<HOLDING>), disc. review denied, 354 N.C. 363, 557 S.E.2d Options: A. holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action B. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract C. recognizing that breach of contract cause of action accrues at time of the breach D. holding that a cause of action for breach of contract accrues at the time of the breach E. holding failure to establish terms of an oral loan agreement precluded the existence of a breach of contract claim

assistant: The best answer is B. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has the power and authority to incur, and the Loan Parties have the power and authority to guarantee, the Indebtedness represented by the Loans, the Secured Hedging Obligations and the Loan Documents. The execution, delivery and performance by each Loan Party, SREC Seller Party and the Sponsor of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company or other action, as the case may be, on behalf of such Loan Party, SREC Seller Party or the Sponsor.

assistant: Authority
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: possession of a firearm by a violent career criminal when it should have been reduced to felon in possession of a firearm. Third, Jones also correctly argues that the trial court erroneously imposed a three-year mandatory minimum sentence for the use of a firearm without a jury finding that he actually possessed the firearm. Section 775.087(2)(a)(1), Florida Statutes (2003), enhances the sentence of a defendant who “actually possessed” a firearm during the commission of the crime. We remand for the trial court to strike the mandatory minimum provision imposed on count five because the jury verdict form does not reflect that Jones was in actual, rather than constructive, possession of the firearm as required for the enhancement. See Bundrage v. State, 814 So.2d 1133 (Fla. 2d DCA 2002) (<HOLDING>). Finally, we agree that the trial court Options: A. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used B. holding that defendant was not entitled to partially suspended sentence as a previously convicted felon C. holding that dual convictions of possession of a firearm by a convicted felon and possession of ammunition by a convicted felon violated double jeopardy D. holding the defendant was a convicted felon within the purview of the federal statute prohibiting the receiving and possession of firearms by a convicted felon where the defendants prior conviction was based on an idaho state probated sentence E. holding that the trial court was not entitled to impose a threeyear mandatory minimum sentence on a defendant convicted of possession of a firearm by a convicted felon where the jury verdict did not specifically find actual possession

assistant: The best answer is E. holding that the trial court was not entitled to impose a threeyear mandatory minimum sentence on a defendant convicted of possession of a firearm by a convicted felon where the jury verdict did not specifically find actual possession
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: You agree that through September 30, 2018 or as long as you continue to receive Salary and Wage Continuation payments under this Agreement, whichever occurs first, you will respond in a timely and helpful manner via telephone or email to CSI’s questions regarding your employment with CSI, such as, but not limited to, status of projects, customer matters, location of data, passwords, etc.

assistant: Cooperation
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 Grantor will pay and discharge, before the same shall be delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon the Collateral owned by such Grantor, and (ii) all lawful claims that, if unpaid, might by law become a Lien upon the Collateral owned by such Grantor, except to the extent failure to so pay or discharge, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided , however, that such Grantor shall not be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For any payments received by Consultant under this Agreement, Consultant acknowledges that he is responsible for all applicable city, state, federal and other taxes as required pursuant to any law or governmental regulation or ruling. Consultant acknowledges that Partnership is not withholding any taxes from the payments made to Consultant under this Agreement. Partnership shall report all compensation paid to Consultant hereunder on an IRS Form 1099.

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

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be interpreted, construed, and governed according to the laws of the State of Florida, without reference to conflicts of law principles thereof. The parties agree that any dispute, claim, or controversy based on common law, equity, or any federal, state, or local statute, ordinance, or regulation (other than workers’ compensation claims) arising out of or relating in any way to the Executive’s employment, the terms, benefits, and conditions of employment, or concerning this Agreement or its termination and any resulting termination of employment, including whether such a dispute is arbitrable, shall be settled by arbitration. Notwithstanding the foregoing, any party to this Agreement may commence a proceeding in any court of competent jurisdiction to enter a judgment of any award rendered in the arbitration or to enforce any arbitration award or a settlement resulting from mediation or negotiation of the parties. This agreement to arbitrate includes, but is not limited to, all claims for any form of illegal discrimination, improper or unfair treatment or dismissal, and all tort claims. The Executive shall still have a right to file a discrimination charge with a federal or state agency, but the final resolution of any discrimination claim will be submitted to arbitration instead of a court or jury. The arbitration proceeding shall be conducted under the employment dispute resolution arbitration rules of the American Arbitration Association in effect at the time that a demand for arbitration under the rules is made, and such proceeding shall be conducted in the English language by a sole arbitrator in Polk County, Florida, and governed by the Florida Arbitration Act and the substantive laws of the State of Florida, without regard to any applicable state’s choice of law provisions. The decision of the arbitrator(s), including determination of the amount of any damages suffered, shall be exclusive, final, and binding on all parties, their heirs, executors, administrators, successors, and assigns, and shall not be subject to appeal, review, or re-examination by a court or the arbitrator, except for fraud, perjury, manifest clerical error, or evident partiality or misconduct by the arbitrator that (in each case) prejudices the rights of a party to the arbitration. Each party shall bear its own expenses in the arbitration for arbitrators’ fees and attorneys’ fees, for its witnesses, and for other expenses of presenting its case. Other arbitration costs, including administrative fees and fees for records or transcripts, shall be borne equally by the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: paid by the witness, and the law enforcement procedures used to elicit the witness’s memory”); U.S. v. Hall, 165 F.3d 1095, 1101 (7th Cir.1999) (no abuse of discretion where district court excluded expert testimony regarding “the scientific bases for eyewitness identification” and “factors that give rise to suggestiveness and the likelihood of mistaken identification”); United States v. Daniels, 64 F.3d 311 (7th Cir.1995); United States v. Larkin, 978 F.2d 964 (7th Cir.1992) (finding that the “hazards [of eyewitness identification] are well within the ken of most lay jurors” and counsel was “granted ample opportunity at trial to discuss those hazards and cast doubt upon the witnesses’ eyewitness identification of his client”); United States v. Curry, 977 F.2d 1042 (7th Cir.1992) (<HOLDING>); United States v. Hudson, 884 F.2d 1016 (7th Options: A. holding no abuse of discretion to exclude expert eyewitness identification testimony where governments case relied on more than eyewitness identification B. holding that although no governmental action contributed to the eyewitness identification and no due process rights were implicated fairness required preclusion of the evidence C. holding admissible expert testimony concerning factors that may impair eyewitness identification and rejecting that concerning a particular eyewitness credibility and the statistical probability of eyewitness misidentification D. recognizing that expert testimony on eyewitness identification may not be totally unhelpful given that most persons do not understand the intricacies of perception retention and recall but holding that the district courts preclusion of such evidence was a proper exercise of discretion whether under rule 702 or 403 E. holding that federal rule of evidence 702 superceded the frye standard of admissibility of scientific evidence and that under rule 702 the district court had to determine that proffered expert testimony was both reliable and relevant

assistant: The best answer is D. recognizing that expert testimony on eyewitness identification may not be totally unhelpful given that most persons do not understand the intricacies of perception retention and recall but holding that the district courts preclusion of such evidence was a proper exercise of discretion whether under rule 702 or 403
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: I t h a s f i l e d ( o r ob t a in e d eff e c t i ve e x t e nsi o ns f or f i l i n g ) a ll r e qui r e d in c o me t a x re tu r ns a n d a ll o t h e r m a t er i a l t a x re tu r ns, do m e st i c a n d f o re i g n, re q u ir e d t o b e f i l e d b y it a nd h a s p a id a ll m a t e r i a l t a x e s ( i n c ludi n g m o r t g a g e rec o r d i ng t a x e s ) , a ss e ss m e nts, f e e s, a n d o t h e r g ov e r n m e nt a l c h a r g e s p a y a ble b y i t, or w i th re s p ec t to a n y o f i t s p r o p er t ie s o r a ss e ts, w h i c h h a ve b e c o m e d u e , a n d i n c ome or fr a n c hise t a x e s h a ve b e e n p a id e x ce pt t h a t in d ividu a l l y o r in t h e a gg r e g a t e c o u l d r ea son a b l y be e x p e c t e d t o r e sult in a M a t er i a l A d v e r se E ff ec t u nl e ss, i n e a c h c a s e , t he s a m e ar e n o t d e l i nq u e nt a nd a r e b e i n g c o n t e s t e d i n a c c o r d a n c e w i th t h e p r o v i sio n s of S e c t i o n 6 . 1 ( u ) . I t h a s p a i d , or h a s p r ovi d e d a d e qu a te r e s er v e s f o r the p a ym e n t o f , a ll su c h t a x e s f o r a ll p r ior f is ca l y e ar s a nd f or the c u r r e nt f is c a l y ea r t o d a t e . T h er e is n o m a t e r i a l ac t i o n, s u i t, p r o cee di n g , inv e s t i g a t i o n , a u dit or c l a i m r e l a t i ng to a n y s u c h t a x e s n ow p e n d i n g o r , t o i t s k n o w l e d g e , th rea t e n e d b y a n y G o v er n m e n t a l A uth o r i t y a g a i n st a n y i t , w hi c h is n ot b e i n g c ont e st e d in g o o d fa i t h a s p r o v id e d a b o v e if a d v er s e l y d e t e r m i n e d c o uld r ea so n a b l y be e xp ec t e d to h a ve a M a t e r i a l A dv er se E f f e c t . N o t a x l ie ns th a t h a ve n o t b ee n d is c h a r g e d h a ve b e e n f i l e d a g a in s t it or a n y o f i t s a ss e ts (e x c e pt w i th r e s p ec t t o a n y P r o p e r t y , L i e ns in re sp e c t of t a x e s n ot y e t due a nd p a y a b l e ) a n d S p e c i a ll y Pe r m i t t e d L i e ns.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at *9. Other U.S. federal courts have found that a trademarked name as part of a product’s title does not convey information about a product’s origin as long as defendants employed their own source designations elsewhere on the product. See, e.g., Mattel, Inc. v. Walking Mountain Productions, 353 F.3d 792, 807 (9th Cir.2003) (denying application of Lanham Act to photos of Barbie with “Barbie” in photo descriptions because the photographer put his own name on the photos and produced them on his own web-site); Rogers v. Grimaldi, 875 F.2d 994, 996-97 (2d Cir.1989) (finding that the film title “Ginger and Fred” did not mislead as to sponsorship because, in part, it indicated that it was created and directed by Italian filmmaker Federico Fellini); Thoroughbred Legends, 2008 WL 616253 at *9 (<HOLDING>). The test, then, is whether the alleged Options: A. holding that failure of indictment to include the defendants name was not fatal because the original complaint that initiated the prosecution properly listed the defendants name and the record indieated that the defendant knew what he was charged with and what facts the charge was based upon B. holding that an action brought in the name of a person adjudicated as incapacitated instead of in the name of her guardian cannot be corrected as a misnomer C. recognizing as a matter of federal law that an action to redress injuries to a corporation cannot be maintained by a shareholder in his own name but must be brought in the name of the corporation D. holding that the name under which a debt collector is licensed to do business is the debt collectors true name for purposes of the fdcpa E. holding that a movie studios name on the dvd cover and not a horses name in the title of the film conveyed information about the films source andor origin

assistant: The best answer is E. holding that a movie studios name on the dvd cover and not a horses name in the title of the film conveyed information about the films source andor origin
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a right possessed by all [Tennessee] residents,” not a right created by federal law. Fin. & Trading Ltd. v. Rhodia S.A., No. 04 Civ. 6083(MBM), 2004 WL 2754862, at *6 (S.D.N.Y. Nov. 30, 2004) (Mukasey, J.). Notwithstanding the fact that S & P is an NRSRO, and thus subject to federal regulation, Tennessee’s claims “may be assessed entirely by applying [state] common law standards to the facts in this case.” Id. at *7. The contrast with Grable and its progeny is telling — and dispositive. In Grable, the plaintiff would “necessarily” have had to show a violation of federal law even if the defendant had never removed the case to federal court and even if the defendant had never invoked federal law as a defense. See 545 U.S. at 314-15, 125 S.Ct. 2363; see also Gunn, 133 S.Ct. at 1065 (<HOLDING>); Broder v. Cablevision Sys. Corp., 418 F.3d Options: A. holding that an alien must show error and substantial prejudice in order to prevail on a due process claim B. holding that the first grable requirement was met where the plaintiff in order to prevail on his legal malpractice claim had to show that he would have prevailed on his claim under federal patent law C. holding that the plaintiffs state statutory claim against volkswagen did not give rise to federal question jurisdiction under grable since the claim was based on alternative theories some of which had no necessary federal element D. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance E. holding that each plaintiff is liable for fees if he would have been entitled to his fees if he had prevailed

assistant: The best answer is B. holding that the first grable requirement was met where the plaintiff in order to prevail on his legal malpractice claim had to show that he would have prevailed on his claim under federal patent 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 parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Subject to Sections 2(b) and 2(c), this Option shall terminate ten (10) years from the Date of Grant or earlier upon the expiration of (a) ninety (90) days following the termination of the Employee’s service with Sirius XM for any reason other than death, or (b) one (1) year from the date of death of the Employee. Subject to the terms of the Plan, if the Employee's service with Sirius XM is terminated by death, this Option shall be exercisable only by the person or persons to whom the Employee's rights under such Option shall pass by the Employee's will or by the laws of descent and distribution of the state or county of the Employee's domicile at the time of death.

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: Borrower agrees to pay or reimburse all reasonable and documented out-of-pocket costs and expenses of the Collateral Agent (including reasonable fees and expenses for legal services of a single law firm) in respect of, or incident to, the administration or enforcement of any of the provisions of this Agreement or in connection with any amendment, waiver or consent rel ating to this Agreement, except to the extent any costs or expenses of the Collateral Agent result from the Collateral Agent’s bad faith, gross negligence or willful misconduct.

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 case excerpt and choose the best holding from the options. Case excerpt: that Mr. Bowen’s military disability retirement pay was not subject to distribution. She contends that while his VA disability payments are not divisible, the balance of his retirement pay was improperly excluded by the court as disability pay. ¶15 Other state courts have recognized that the issue of whether disability retirement benefits are apportionable is a mixed question of law and fact, subject to de novo review. See, e.g., Marriage of Davies v. Beres, 224 Ariz. 560, 562-63, 233 P.3d 1139 (Ct. App. 2010). This is an appropriate way to characterize our review, given that the task at hand involves taking undisputed evidentiary facts and applying a statutory scheme. See Quinn v. Cherry Lane Auto Plaza, Inc., 153 Wn. App. 710, 725, 225 P.3d 266 (2009) (Schultheis, C.J., dissenting) (<HOLDING>). ¶16 State courts may divide military retired Options: A. holding that statutory construction is a question of law which this court reviews de novo B. holding that we review a district courts interpretation of a statute de novo C. recognizing that this court reviews de novo the trial courts interpretation and application of a statute to undisputed facts D. recognizing that appellate court reviews questions of law de novo E. holding question of law applied to undisputed facts reviewed de novo

assistant: The best answer is C. recognizing that this court reviews de novo the trial courts interpretation and application of a statute to undisputed facts
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: You agree that upon the Company’s reasonable notice to you, you shall cooperate with the Company and its counsel (including, if necessary, preparation for and appearance at depositions, hearings, trials or other proceedings) with regard to any past, present or future legal or regulatory matters that relate to or arise out of matters you have knowledge about or have been involved with during your employment with the Company. In the event that such cooperation is required, you will be reimbursed for reasonable out-of-pocket expenses incurred in connection therewith, not including any attorneys’ fees or costs.

assistant: Cooperation
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: pursuant to zoning ordinances. See Heery, 61 N.C. App. at 613, 300 S.E.2d at 870. In Heery, we held that because there was no finding of fact in the trial court’s order, and petitioners did not allege any special damages, petitioners were not an aggrieved party and thus lacked standing. In contrast, the Neighborhood alleged special damages in their original motion to intervene and particularized the special damages in their amended motion. Petitioner emphasizes that the City found there was no evidence of diminished property values; however, the court, not the City, determines standing. The superior court found the Neighborhood to be aggrieved, such a finding is supported by the Neighborhood’s pleading, and therefore we affirm. See Piney Mountain, 63 N.C. App. at 247, 304 S.E.2d at 253 (<HOLDING>). Affirmed. Judges GREENE and HORTON Options: A. holding that where one plaintiff has standing we need not consider whether the other individual and corporate plaintiffs have standing to maintain the suit B. holding that when a corporate petitioner has no property interest but represents individuals who live in the affected area and who potentially will suffer injury such petitioner has standing C. holding a party has no standing to appeal unless he or she is an aggrieved party an individual who is not a parent in the eyes of the law has no legal interest in the child and therefore has no standing to appeal D. holding that an evicted plaintiff has no legal interest in property and therefore has no standing to bring a cercla claim E. holding that franchisor not only has valid interest in protecting good will it has developed but it also has an interest in being able to place a new franchisee at or near the same location where its goodwill has been created

assistant: The best answer is B. holding that when a corporate petitioner has no property interest but represents individuals who live in the affected area and who potentially will suffer injury such petitioner has standing
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 may be amended by a writing which specifically states that it is amending this Agreement executed by (i) the Company and the Executive, (ii) the Committee, so long as a copy of such amendment is delivered to the Executive, and provided that no such amendment adversely affecting the rights of the Executive hereunder may be made without the Executive’s written consent or (iii) the Committee in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for a government hospital beyond a private hospital’s potential liability. In fact, Kerr’s counsel conceded the statute of repose bar in a private action when stating, “by the time this client came to see me, [the estate] had clearly lost [its] right under [section] 15-3-545(A), the right to pursue any private entity because of the medical malpractice statute of repose. Six years had transpired.” To permit this medical malpractice action to proceed beyond the statute of repose would be to disregard the Tort Claims Act, particularly sections 15-78-40 and 15-78-50(b). Having found Hospital was entitled to summary judgment based on the statute of repose, we need not reach the additional ground relied upon by the trial court. Wilson v. Moseley, 327 S.C. 144, 147, 488 S.E.2d 862, 864 (1997) (<HOLDING>). III. As the six-year statute of repose in Options: A. holding if one ground proves dispositive then this court need not address the remaining grounds relied on by a trial court when it granted summary judgment B. holding that an appellate court need not address all remaining issues when disposition of prior issue is dispositive C. holding an appellate court need not address remaining issues when disposition of a prior issue is dispositive D. holding an appellate court need not address remaining issues on appeal when its determination of a prior issue is dispositive E. holding an appellate court need not address remaining issues when disposition of prior issue is dispositive

assistant: The best answer is A. holding if one ground proves dispositive then this court need not address the remaining grounds relied on by a trial court when it granted summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment No. 3 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 3 by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the Performance Guarantor is the surviving or continuing entity, it shall not (i) consolidate with or merge with any Person, or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless (a) the Administrative Agent provides prior written consent to such transaction, (b) the surviving entity shall execute and deliver to Administrative Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the Performance Guarantor under this Agreement and each other Transaction Document to which it is a party, (c) no Change in Control shall result, (d) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent, that its obligations under this Agreement shall apply to the surviving entity and (e) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (ii) discontinue or eliminate any business line or segment if such discontinuance or elimination could reasonably be expected to have 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 case excerpt and choose the best holding from the options. Case excerpt: Doe, 538 U.S. 84, 90, 105-06, 123 S.Ct. 1140, 156 L.Ed.2d 164 (2003) (finding that Alaska’s Sex Offender Registration Act was remedial and non-punitive, and therefore civil, even though an offender’s failure to comply with the act could result in criminal prosecution); Creekmore v. Attorney Gen. of Tex., 341 F.Supp.2d 648, 663 (E.D. Tex. 2004) (deeming the SORP a civil statute in deference to legislative intent); Ex parte Robinson, 80 S.W.3d 709, 715 (Tex. App.—Houston [1st Dist.] 2002) (finding that the SORP is non-penal because the disability it imposes is not meant to punish, but to accomplish the legitimate governmental purpose of “protecting the public from sex offenses that could be perpetrated by adult and youthful sex' offenders”), aff'd, 116 S.W.3d 794 (Tex. Crim. App. 2003) (<HOLDING>); Dean v. State, 60 S.W.3d 217, 225 (Tex. Options: A. holding that application of an amended version of the guidelines to a conspiracy which continues both before and after the amendment does not violate the ex post facto clause B. holding that when a video recording of an alleged excessive force incident contradicts the nonmoving partys version of the incident to the extent that no reasonable jury could believe it a court should not adopt that version of the facts for purposes of ruling on a motion for summary judgment C. holding that the 1999 version of the sorp like the 1997 version is nonpunitive in both intent and effect D. recognizing that the appellant improperly premised his arguments on his evidence and his version of the disputed facts despite his purporting to accept the plaintiffappellees version and proceeding with our appellate review by accepting the plaintiffappellees version of the disputed facts and evidence E. holding that a statute of limitations defense raised for the first time during trial was waived construing a previous version of federal rule of criminal procedure 12 that was not substantively different from the current version

assistant: The best answer is C. holding that the 1999 version of the sorp like the 1997 version is nonpunitive in both intent and effect
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT, THE CREDIT AGREEMENT AND ALL OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO OR THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO OR THERETO.

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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, the Shares and the Note. Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the Subscription Amount, and the Company shall deliver to the Purchaser the Shares and the Note on the Closing Date, and the Company and the 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: Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as now conducted. Buyer has full organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Board of Directors and the shareholders of Buyer have duly approved this Agreement and all Ancillary Agreements to which it is a party and has duly authorized the execution and delivery of this Agreement and all Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. No other Proceedings on the part of Buyer are necessary to approve and authorize the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and all Ancillary Agreements to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and binding agreements of Buyer, enforceable against Buyer in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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: This Agreement may be assignable by Patriot only in connection with a sale of all or substantially all of their assets or a merger or reorganization in which they are not the surviving corporations. Any attempted assignment in violation of this prohibition shall be null and void.

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: Plaintiff-Appellant Barbara Nurczewska appeals the dismissal of her first amended complaint without leave to amend. We have jurisdiction under 28 U.S.C. § 1291, and we affirm. Nurczewska’s argument to set aside the foreclosure sale based upon California’s deed-of-trust statutes is misplaced. An agreement between the lender and a non-trustor third party, like Nurczewska, does not void the sale. See Nguyen v. Calhoun, 105 Cal.App.4th 428, 129 Cal.Rptr.2d 436, 450 (2003) (<HOLDING>). Nurczewska’s breach of contract claim fails Options: A. holding that a nonstatutory postponement does not constitute an irregularity in the foreclosure proceeding itself that could justify setting aside a foreclosure sale B. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale C. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final D. holding that the debtor is entitled to cure the arrearage until entry of an order confirming the foreclosure sale completes the foreclosure process under oklahoma law E. holding that in contrast to foreclosure of a mortgage secured by personal property foreclosure of real property under a deed of trust need hot be at a commercially reasonable sale and the failure to conduct a commercially reasonable foreclosure sale of real property is not actionable

assistant: The best answer is A. holding that a nonstatutory postponement does not constitute an irregularity in the foreclosure proceeding itself that could justify setting aside a foreclosure sale
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: “[t]he Model Instructions, ... are not binding on the district courts of this circuit, but are merely helpful suggestions to assist the district courts.” Norton, 846 F.2d at 525. The Eighth Circuit reaffirmed this view in Jones, 23 F.3d at 1409. Accordingly, we are required to scrutinize the ISBA’s instructions and will not hesitate to disapprove faulty jury instructions. See, e.g., State v. Beets, 528 N.W.2d 521, 523 (Iowa 1995) (finding a uniform instruction regarding the offense of assault with intent to commit sexual abuse was not a correct statement of the law); State v. McKettrick, 480 N.W.2d 52, 58 (Iowa 1992) (concluding uniform criminal jury instructions did not correctly state elements of assault causing bodily injury); State v. Deanda, 218 N.W.2d 649, 650-51 (Iowa 1974) (<HOLDING>), overruled on other grounds by State v. Options: A. holding the defendant is entitled to an entrapment instruction when sufficient evidence exists from which a reasonable jury could find entrapment B. holding an appellate decision becomes the law of the case and is controlling on both the trial court and on any further appeals in the same case C. holding that defendant was not entitled to entrapment instruction when there was insufficient evidence to support such an instruction D. holding that even though the reasonable doubt instruction given in the case was not the preferred instruction it was not a misstatement of the law and therefore was legally appropriate E. holding uniform instruction given on entrapment was erroneous as among other things it ignored the factual evaluation to be undertaken on a case by case basis and failed to focus on the crucial question involved in the case

assistant: The best answer is E. holding uniform instruction given on entrapment was erroneous as among other things it ignored the factual evaluation to be undertaken on a case by case basis and failed to focus on the crucial question involved in the case