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: Wells Fargo and each party to this agreement hereby agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this arbitration provision. Arbitration may be demanded before the institution of a judicial proceeding, or during a judicial proceeding, but not more than 60 days after service of a complaint, third party complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A "Dispute" shall include any dispute, claim or controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement, or any related agreement incorporating this arbitration provision (the "Documents"), or any renewal, extension, modification or refinancing of any indebtedness or obligation relating thereto, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THIS ARBITRATION PROVISION.

assistant: Arbitration
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 will use the proceeds of (a) the Term Loans made on the Closing Date to finance the Transactions and pay Transaction Costs and (b) Revolving Loans, Swing Loans and LC Issuances made on or after the Closing Date to provide working capital and funds for general corporate purposes, in each case, not inconsistent with the terms of this Agreement; provided that except for the payment of any purchase price adjustment under the Acquisition Agreement (including, without limitation, any working capital adjustment), no more than $25,000,000 of the proceeds of Revolving Loans borrowed on the Closing Date may be used to finance the Transactions or pay Transaction Costs.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's members and their respective agents, employees and contractors and any Lender, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Premises and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under this Paragraph 18.

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: (a) Amendments and Waivers . This Agreement may be amended only by a writing signed by the Company and the Investor. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent of the Investor to such amendment, action or omission.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the implied covenant in employment contracts. In the insurance cases, the courts look to whether the insurance company, with malice, fraud or oppression, abused its duty to act in good faith. The “bad faith” employment cases maintain a higher standard, in that the courts generally look for a violation of public policy on the part of the employer. See discussion in Pierce v. Ortho Pharmaceutical Corp. (1980), 84 N.J. 58, 417 A.2d 505, 12 A.L.R.4th 520, and Annot. 12 A.L.R.4th 544, (1982). Most courts recognizing a cause of action based on a discharge that offends public policy have grounded that action in tort, while only a few have relied on an implied contract theory of recovery. Compare Tameny v. Atlantic Richfield Co. (1980), 27 Cal.3d 167, 610 P.2d 1330, 164 Cal.Rptr. 839, (<HOLDING>); Nees v. Hocks (1975), 272 Or. 210, 536 P.2d Options: A. holding that liability for the tort of wrongful discharge based on refusal to commit an unlawful act can extend to the corporate officers who authorized or directed the discharge B. recognizing cause of action for wrongful discharge C. recognizing a tort action for wrongful discharge when employee was terminated because he refused to commit a criminal act D. recognizing tort of wrongful discharge E. recognizing tort of wrongful discharge in violation of public policy

assistant: The best answer is C. recognizing a tort action for wrongful discharge when employee was terminated because he refused to commit a criminal act
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 terminate upon repayment in full of the Borrower’s Indebtedness governed by this Agreement or if later, such date as Borrower no longer has the right to make any borrowings pursuant to any revolving lines of credit or similar facilities established under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: addiction over the past four years, not to mention their later unreliable testimony at the evidentiary hearing attempting to explain those lies, make it impossible for the Court now to believe a word they say about the cause of the fire. Dismissal is really the only meaningful sanction available to the Court at this late juncture. D. Relationship Between Misconduct and Matters in Controversy “The most critical criterion for the imposition of a dismissal sanction is that the misconduct penalized must relate to matters in controversy in such a way as to interfere with the rightful decision of the case.” Halaco, 843 F.2d at 381. A plaintiffs drug use is highly probative of product misuse and proximate cause. See, e.g., Bocanegra v. Vicmar Services, Inc., 320 F.3d 581, 587 (5th Cir.2003) (<HOLDING>); Gen. Motors Corp. v. Walden, 406 F.2d 606, Options: A. holding that a plan administrators decision to deny benefits was arbitrary and capricious even though an attending physician had submitted a form stating the plaintiff could sit for six hours stand for two hours and walk for two hours B. holding that because marijuana has a distinct smell the odor of marijuana alone can satisfy the probable cause requirement to search a vehicle or baggage C. holding a motor vehicle can be a deadly weapon by the manner of its use D. holding that evidence of a plaintiffs marijuana use eight hours prior to a motor vehicle fire was relevant where an expert testified that marijuana use can affect cognitive functions for up to 12 hours after the acute high has worn off E. holding that delay of several hours after the vehicle was seized was reasonable

assistant: The best answer is D. holding that evidence of a plaintiffs marijuana use eight hours prior to a motor vehicle fire was relevant where an expert testified that marijuana use can affect cognitive functions for up to 12 hours after the acute high has worn off
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 written contract that an official or employee executed for the State or 1 of its units while the official or employee was acting within the scope of the authority of the official or employee. S.G. § 12-202 provides that: A claim under this subtitle is barred unless the claimant files suit within 1 year after the later of: (1) the date on which the claim arose; or (2) the completion of the contract that gives rise to the claim. Magnetti does not contest that S.G. § 12-201 applies to the University. Indeed, it is without question that the waiver of sovereign immunity applies and includes the University. In Stem, we held that S.G. § 12-201 was applicab — Stern, 380 Md. at 702, 846 A.2d at 1002 (footnote omitted). See also Towson Univ. v. Conte, 384 Md. 68, 96, 862 A.2d 941, 957 (2004) (<HOLDING>); Frankel, 361 Md. at 308, 761 A.2d at 329 Options: A. recognizing that claims over state employment contracts are subject to the oneyear condition precedent set forth in sg 12202 B. holding that at will contracts of employment are subject to tortious interference with contracts claims C. recognizing that a case becomes removable when nondiverse parties are dismissed subject to the oneyear limitation on removal D. holding over E. holding that in the employment context only transportation workers employment contracts are exempted from the faas coverage

assistant: The best answer is A. recognizing that claims over state employment contracts are subject to the oneyear condition precedent set forth in sg 12202
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: argument is equally unavailing. Defendant contends that Treas.Reg. § 301.6323b — l(j) and the concomitant example establish that Defendant was only required to remit to the IRS the amount in excess of that to which it was entitled pursuant to its security interest in the account. This regulation interprets 26 U.S.C. § 6322 which deals with the validity and priority of IRS liens as against certain individuals.' § 6332 and the eases interpreting it clearly establish that priority issues are not litigable in actions to enforce a tax levy. Consequently, this argument also fails and the government is entitled to summary judgment on its claim to enforce the levy. B. Is the United States entitled to a penalty? 26 U.S.C. § 6332(d)(2) provides that any per States, 896 F.2d 152 (5th Cir.1990) (<HOLDING>); Citizens & Southern, 538 F.2d 1101 (bona fide Options: A. holding that a cause of action for wrongful death is an asset of an estate B. holding that reasonable cause exists where meritorious wrongful levy action is instituted prior to surrender of levied property C. recognizing cause of action for wrongful discharge D. recognizing cause of action for wrongful death E. holding that a private right of action exists

assistant: The best answer is B. holding that reasonable cause exists where meritorious wrongful levy action is instituted prior to surrender of levied property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Company’s Common Stock during the period commencing with the execution of this Agreement and ending on the earlier Maturity Date (as defined in the Notes) of the Notes or the full repayment or conversion of the Notes; provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale; provided, further that this provision shall not operate to restrict a Purchaser’s trading under any prior securities purchase agreement containing contractual rights that explicitly protects such trading in respect of the previously issued securities.

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: by a court of equity, to the extent of his interest”). Consequently, a lender’s equitable interest in secured property is superior to the interest of subsequent judgment lienholders. Taylor Elec. Co., Inc. v. First Mariner Bank, 191 Md. App. 482, 992 A.2d 490, 502 (2010) (“The overwhelming weight of authority is that once a bona fide purchaser or lender for value acquires title by way of execution of a contract for sale or valid mortgage, the purchaser or mortgagee takes title free and clear of any subsequent lien” (emphasis added and omitted)). These principles are not unique to Maryland, which applies traditional equitable principles to traditional real property law. See Hellmann v. Circle C Props. I, Ltd., No. 04-03-00217-CV, 2003 WL 22897220, at *2-3 (Tex.Ct.App. Dec. 10, 2003) (<HOLDING>); Suffolk Cnty. Fed. Sav. & Loan Ass’n v. Options: A. holding that a mortgagee had priority over a subsequent judgment lienholder B. holding that a beneficiary under a deed of trust was entitled to reformation of the grantors deed C. holding foreclosure of prior deed of trust extinguished subsequent easement D. holding that a lender who held a deed of trust had priority over a debtors subsequent judgment creditor E. holding that a wifes interest in property has priority over a general creditor

assistant: The best answer is D. holding that a lender who held a deed of trust had priority over a debtors subsequent judgment creditor
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 all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment Period a base salary (the “ Base Salary ”) at a minimum annual rate of (i) $200,000 during the Employment Period. The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. The parties shall meet at least annually to discuss increases in Base Salary.

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 case excerpt and choose the best holding from the options. Case excerpt: there is also no obvious connection between the alleged statements by Phelps and Owens and the December travel request denial. Nurriddin has neither shown that the denial of travel requests was an adverse action nor provided evidence for a rational fact-finder to conclude that NASA’s explanation for the denial of his travel requests is a pretext for retaliation. Hence, this claim, too, fails. 5. Designation as AWOL for 59 Days in 2000 Nurriddin alleges that he suffered from discrimination and retaliation when he was temporarily listed as AWOL from September 12, 2000, through December 1, 2000. 2d Am. Compl. ¶ 121. NASA does not dispute, though it might have, that being designated AWOL constitutes an adverse employment action. Compare Ware v. Billington, 344 F.Supp.2d 63, 77 (D.D.C.2004) (<HOLDING>), with Brown v. Snow, 407 F.Supp.2d 61, 65 Options: A. holding that the plaintiffs placement on paid administrative leave constituted an adverse action for purposes of a first amendment retaliation claim B. holding that designation as awol constituted an adverse action C. holding that designation is neither a sentence nor a punishment D. holding that termination is an adverse employment action E. recognizing failure to renew contract as adverse action

assistant: The best answer is B. holding that designation as awol constituted an adverse action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Borrowers at any time shall be entitled to receive any payments with respect to any Interest Rate Cap Agreement during the continuance of any Lockbox Period, pursuant to the Assignment of Interest Rate Cap Agreement, the Counterparty has agreed to pay such amounts directly to the Collateral Agent.

assistant: Payments
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 and Waiver Agreement, together with the Collective Agreements contains the entire agreement of the Parties with respect to the subject matter thereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. This Amendment and Waiver Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns in accordance with this Amendment and Waiver Agreement. This Amendment and Waiver Agreement and the provisions hereof shall be subject to the following Sections of the Agreement, in each case, mutatis mutandis , as if set forth in this Amendment and Waiver Agreement: 5 (Term); 6 (Termination), except as otherwise set forth herein; 9 (Intellectual Property); 10 (Access; Relationship Executives); 11 (Confidentiality); 12 (Limitation of Liability; Indemnification), except as otherwise set forth herein; 13 (Compliance with Law); 14 (Taxes); 15 (Public Announcements); 16 (Relationship of the Parties); 17 (Force Majeure); 18 (Non-Solicitation); 19 (Dispute Resolution Provisions); 20 (General Contract Provisions), as amended herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly provided to the contrary in this Agreement, any amounts not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable) that are not paid within sixty (60) calendar days of such bill, invoice or other demand shall accrue interest a rate per annum equal to the Prime Rate plus five percent (5%) from but excluding the due date to and including the date of actual payment calculated on a daily basis until such payment is settled.

assistant: Interests
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 has good and marketable title to, or valid leasehold interests in, all of the Collateral, free and clear of all Liens or rights of others, except for Permitted Liens. Borrower has rights in and the power to transfer the Collateral.

assistant: Liens
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: Bresler & Schulman Asset Management Corp. (Bevill, Bresler & Schulman Asset Management Corp. v. Spencer Savings & Loan Ass’n), 878 F.2d 742, 751 (3d Cir.1989), in that it clearly includes anything which may be considered a settlement payment. See In re Blanton (Blanton v. Prudential-Bache Securities, Inc.), 105 B.R. 321, 347 (Bankr.E.D.Va.1989) (because margin and settlement payment are “very broadly defined by the Bankruptcy Code,” court accepts the argument that “any payment by [the debtor] which was used to reduce a deficiency in his margin account constituted either a margin or settlement payment for purposes of the exception under § 546(e)”); see also In re Bevill, Bresler & Schulman Asset Management Corp. (Cohen v. Savings Building & Loan Co.), 896 F.2d 54, 61 (3d Cir.1990) (<HOLDING>). But cf. In re Edelsberg (Edelsberg v. Options: A. holding that transferring securities to a safekeeping account for a purchaser is a settlement payment apparently overruling in re bevill bresler schulman inc hill v spencer savings loan assn 94 br 817 82829 dnj1989 B. holding that accused lawyer violated dishonesty rule by retaining double payment of settlement amount when second settlement check had been sent in error C. holding that such information is not material under securities law D. recognizing defense in securities case E. holding that the term reverse payment is not limited to a cash payment

assistant: The best answer is A. holding that transferring securities to a safekeeping account for a purchaser is a settlement payment apparently overruling in re bevill bresler schulman inc hill v spencer savings loan assn 94 br 817 82829 dnj1989
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If either party obtains a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which the other party is determined to have breached its obligations hereunder, such prevailing party shall be awarded, in addition to any award of damages, reasonable attorneys’ fees, costs and expenses incurred by such party in obtaining such judgment.

assistant: Costs
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 Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority (ies).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If, in any jurisdiction, any provision of this Agreement or its application to any circumstance is restricted, prohibited or unenforceable, that provision shall, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to other circumstances.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Reynolds, 214 Ill.Dec. 44, 660 N.E.2d at 239. Dr. Huxol did nothing more than answer an inquiry from a colleague, Contrary to. Plaintiffs’ contention, Dr. Huxol “g[iving] suggestions to Dr. West as to treatment options” is not, without more, sufficient to give rise to a physician-patient relationship between Dr. Huxol and Mrs. West. See Hill v. Kokosky, 186 Mich.App. 300, 463 N.W.2d 265, 266-67 (1990) (a treating physician’s solicitation of a doctor’s informal opinion is not, without more, sufficient to give rise to a physician-patient relationship between the patient and doctor consulted). “A doctor who gives an informal opinion at the request of a treaG ing physician does not owe a duty of care to the patient whose case was discussed.” Reynolds, 214 Ill.Dec. 44, 660 N.E.2d at 239 (<HOLDING>); St. John, 901 S.W.2d at 424 (holding that Options: A. holding that doctor who was contacted by patients treating physician to discuss treatment alternatives does not owe duty of care to patient whose case is discussed such as would support medical malpractice claim B. holding that the physicianpatient relationship terminated when the patient missed a scheduled appointment and did not see the physician again and that the relationship did not continue despite the fact the patient later secured a refill of a prescription that was prescribed during the relationship C. holding that obstetrician who consulted with patients treating physician by telephone was not in physicianpatient relationship and therefore owed no duty to patient obstetrician did no more than answer professional inquiry of colleague and did not contact examine or treat patient D. holding that no physicianpatient relationship between doctor who gave informal opinion over telephone at request of treating physician and minor patient whose case was discussed and thus doctor did not owe duty of care to patient E. holding that a question of fact existed regarding whether the hospital held the doctor out as its agent if the hospital provided the doctor without explicitly informing the patient that the doctor was not its employee

assistant: The best answer is D. holding that no physicianpatient relationship between doctor who gave informal opinion over telephone at request of treating physician and minor patient whose case was discussed and thus doctor did not owe duty of care to patient
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 recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Company, as it may exist from time to time, are valuable, special and unique assets of the business of the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of the Company to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Company. Further, Executive may disclose information regarding the business activities of the Company to any Company regulator having regulatory jurisdiction over the activities of the Company pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or any other similar proprietary information, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive.

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: run. On appeal, the plaintiff argued that her action sounded in fraud, not negligence, and that the statute of limitations applicable to fraud actions, along with the tolling provision of § 6-2-3, applied to her action, not the limitations provisions of § 6- 5-482(a). The Court rejected this argument and held that the limitations provisions of § 6-5-482(a) governed. The Court reasoned that the allegedly fraudulent representations arose from a patient-physician relationship and the medical care the plaintiff had received and that the representations related solely to her medical condition. Benefield, 456 So.2d at 54; see also Bowlin Horn v. Citizens Hosp., 425 So.2d 1065 (Ala.1982); Johnson v. McMurray, 461 So.2d 775, 778 (Ala.1984); cf. Ex parte Golden, 628 So.2d 496, 498 (Ala.1993) (<HOLDING>). Mobile Infirmary argues that § 6-5-482 Options: A. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud B. holding that the flsa preempted plaintiffs fraud claim C. holding that 65551 another part of the medical liability act applied to the plaintiffs claim of fraud against a defendant physician because the alleged fraud occurred during preoperative doctorpatient consultations D. holding that a plaintiff has a duty to plead the date of discovery of fraud where the alleged fraud apparently occurred at a remote time E. holding that the issue of fraud was precluded because the previous jury necessarily considered fraud as the basis for chapter 93a liability

assistant: The best answer is C. holding that 65551 another part of the medical liability act applied to the plaintiffs claim of fraud against a defendant physician because the alleged fraud occurred during preoperative doctorpatient consultations
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 consideration of the Executive’s performance of the obligations under this Agreement, the Company shall pay or cause to be paid to the Executive a salary at the annual rate of $155,541, payable according to the regular payroll practices of the Company. The Executive’s salary shall be subject to annual review. The Executive’s salary, as the same may be modified from time to time, is referred to in this Agreement as the “Base Salary.” All compensation under this Agreement shall be subject to customary income tax withholding and such other employment taxes as are imposed by law.

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 legal provision and list the applicable contract clause categories. Provision: EXCEPT AS EXPRESSLY SET FORTH IN ARTICLES III AND IV OF THIS AGREEMENT NO SELLER MAKES AND EACH EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING SELLER, THE SHARES OR THE BUSINESS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES III AND IV, BUYER HAS NOT RELIED ON SELLERS WITH RESPECT TO ANY MATTER IN CONNECTION WITH BUYER’S EVALUATION OF THE COMPANY AND ITS SHARES OTHER THAN THE REPRESENTATIONS AND WARRANTIES OF SELLERS SPECIFICALLY SET FORTH IN ARTICLES III AND IV.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 15.3 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: kilogram of cocaine found in the Mazda and the papers found in Marquez’s wallet at the time of his arrest. At the time of the initial traffic stop, the officers already had ample probable cause to arrest Marquez for his involvement in a drug deal that they had been monitoring through extensive visual and wire tap surveillance. See United States v. Burton, 288 F.3d 91, 98 (3d Cir.2002) (stating that officers have probable cause to arrest if the facts and circumstances within their knowledge objectively indicate that the defendant had committed or was committing an offense). Alternatively, even if the authorities lacked probable cause for the arrest, they conducted a valid stop based on reasonable suspicion. See Terry v. United States, 392 U.S. 1, 21, 88 S.Ct. 1868, 20 L.Ed.2d 889 (1968) (<HOLDING>). Moreover, a drug sniffing dog brought on the Options: A. holding that absent probable cause to arrest a police officer may approach an individual to conduct a brief investigatory stop when the officer has a reasonable articulable suspicion that criminal conduct is afoot B. holding that a police officer may stop a driver where the officer has a reasonable and articulable suspicion regarding the commission of a civil traffic violation C. holding that an officer can stop an individual if the officer has reasonable articulable suspicion that criminal activity is underfoot D. recognizing that police officer may stop a suspect if the officer has a reasonable suspicion supported by articulable facts that criminal activity may be afoot E. holding defendants nervousness in part presented officer with reasonable articulable suspicion of criminal activity

assistant: The best answer is C. holding that an officer can stop an individual if the officer has reasonable articulable suspicion that criminal activity is underfoot
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: counsel contends should have been presented includes Yates’s daughters, son, stepmother, half sisters, brother-in-law, aunt, uncle, cousins, aunt’s sister, and school classmate. ¶73 Trial counsel was “obviously interested” in presenting testimony of family members but, after investigating that avenue, discovered that “[m]ost of Mr. Yates’ family members were understandably conflicted.” Id. Ex. A at 4. As a result, trial counsel decided not to call additional family members during the penalty phase. Id. Presenting testimony by conflicted family members, subject to cross-examination, might have prompted the prosecutor to argue that Yates had also victimized his own family through his actions. Counsel’s strategic decision is not objectively unreasonable. See Stenson, 142 Wn.2d at 741-47 (<HOLDING>). e. Future Dangerousness Investigation ¶74 Options: A. holding that to establish a claim of ineffective assistance of counsel a defendant must demonstrate that counsel was constitutionally deficient and as a result defendant was prejudiced B. holding counsel was not deficient in not objecting to testimony that was permissible within state rules of evidence C. holding that counsel was not deficient in failing to present a meritless argument D. holding that failure to present evidence rebutting lack of remorse was not deficient where counsel made a substantial attempt to humanize defendant E. holding that failure to object to properly admitted evidence was not deficient performance by trial counsel

assistant: The best answer is D. holding that failure to present evidence rebutting lack of remorse was not deficient where counsel made a substantial attempt to humanize 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 legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Parties contained in this Agreement shall survive in full force and effect until the date that is fifteen (15) months after the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the end of such period), at which time they shall terminate and no claims shall be made for indemnification under Section 5.1 or Section 5.2, as applicable, for breaches of representations or warranties thereafter, except the Company Specified Representations (other than the representations and warranties made in Section 2.2(v), which shall survive until the expiration of the applicable statute of limitations) and the Investor Specified Representations shall survive the Closing indefinitely. The covenants and agreements set forth in this Agreement shall survive until the expiration of any applicable statute of limitations or until performed or no longer operative in accordance with their respective terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: so complete a defense as he might reasonably have desired”), cert. denied, 513 U.S. 820, 115 S.Ct. 81, 130 L.Ed.2d 34 (1994); 2d Cir.: United States v. Lawal, 736 F.2d 5, 9-10 (1984) (applying authorities for non-constitutional error to erroneous exclusion of hearsay); 3d Cir.: United States v. Asher, 854 F.2d 1483, 1498-1500 (3d Cir.1988) (making "non-constitutional 'harmless error' determination” for erroneous exclusion of hearsay), cert. denied, 488 U.S. 1029, 109 S.Ct. 836, 102 L.Ed.2d 969 (1989); 4th Cir.: United States v. Jones, 976 F.2d 176, 184-85 (1992) (citing Kotteakos as authority for holding erroneous exclusion of hearsay was harmless), cert. denied, 508 U.S. 914, 113 S.Ct. 2351, 124 L.Ed.2d 260 (1993); 5th Cir.: United States v. Barnett, 945 F.2d 1296, 1301 n. 3 (1991) (<HOLDING>), cert. denied, 503 U.S. 941, 112 S.Ct. 1487, Options: A. holding erroneous exclusion of hearsay harmless under fedrcrimp 52a B. holding second sentence of a nearly identical exclusion did not limit the scope of the exclusion C. holding erroneous exclusion of hearsay did not deny defendant a substantial right D. holdingthat erroneous admission of hearsay did not prejudiceresults of trial so as to require reversal E. holding that exclusion of hearsay statements violated due process even though statements were not admissible under mississippi law which did not recognize declarations against penal interest as a exception to the rule against hearsay

assistant: The best answer is C. holding erroneous exclusion of hearsay did not deny defendant a substantial right
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereunder or under any other Credit Documents are cumulative and not exclusive and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

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: ClearSign represents and warrants to the MDB Parties that (i) ClearSign has the corporate power and authority to execute this Agreement and to bind it thereto, (ii) this Agreement has been duly and validly authorized, executed and delivered by ClearSign, constitutes a valid and binding obligation and agreement of ClearSign, and is enforceable against ClearSign in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles, and (iii) the execution, delivery and performance of this Agreement by ClearSign does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it, or (B) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which ClearSign is a party or by which it is bound.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Administrative Procedure Act (“APA”). 5 U.S.C. § 706(2)(A); Gilmore v. Lujan, 947 F.2d 1409, 1411 (9th Cir.1991). Because estoppel is an equitable concept that is invoked by the court in its discretion, we review the district court’s rejection of appellants’ equitable estoppel argument under the abuse of discretion standard. See United States v. Ruby Co., 588 F.2d 697, 706 (9th Cir.1978) (Ely, J. dissenting) (“As my Brothers appropriately say, courts remain free to reject the application of estoppel to the Government, even though the required elements are present, when, in the exercise of their equitable discretion, they find that countervailing reasons of public policy so require.”); see also Scholle Corp. v. Blackhawk Molding Co., Inc., 133 F.3d 1469, 1471 (Fed.Cir.1998) (<HOLDING>). II. Appellants contend that under the Quiet Options: A. recognizing the abuse of discretion standard and the requirement of evidentiary support for a finding of estoppel B. holding that a district courtsfinding of equitable estoppel is reviewed under an abuse of discretion standard C. holding that the imposition of sanctions is reviewed for abuse of discretion D. recognizing that a district courts dismissal of an independent action under rule 60b is reviewed for abuse of discretion E. holding that the appropriate standard of review is abuse of discretion

assistant: The best answer is B. holding that a district courtsfinding of equitable estoppel is reviewed under an abuse of discretion 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: stipulate — are relevant to the determination of the enforceability of the liquidated damages clause because they bear upon both an evaluation of possible loss at the time of contracting and the difficulty of determining actual damages. See 139 Fifth Avenue Corp. v. Giallelis, No. 94 Civ. 7956, 1996 WL 154108, at *3-4 (S.D.N.Y. April 3, 1996) (finding that, although enforceability of liquidated damages clause is legal question, “there are genuine issues of disputed fact that bear on the legal question” and that “[wjithout knowing the amount of actual damages, I cannot deter mine whether the amount of liquidated damages bears a reasonable proportion to the probable loss”); see also Malinowski v. Wall Street Source, Inc., No. 09 Civ. 9592, 2010 WL 3910155, at *2 (S.D.N.Y. Sept. 29, 2010) (<HOLDING>); Palm Bay International, 2009 WL 3757054, at Options: A. holding that information related to mitigation of damages is relevant and discoverable since it would be inappropriate for court to determine at discovery stage if liquidated damages clause applied although its application would obviate duty to mitigate B. holding that a mitigation proceeding for liquidated damages under 19 usc 1623cis voluntary C. holding that because liquidated damages under the adea are punitive in nature a jurys award of state punitive damages and adea liquidated damages constitutes a double recovery and therefore reducing the total recovery by the amount of the liquidated damages award D. holding that the validity of a liquidated damages clause is a question of law and reviewing it without deference E. holding that information related to mitigation of damages is relevant and discoverable since it would be inappropriate for the court to decide substantive question of plaintiffs duty to mitigate at discovery stage

assistant: The best answer is A. holding that information related to mitigation of damages is relevant and discoverable since it would be inappropriate for court to determine at discovery stage if liquidated damages clause applied although its application would obviate duty to mitigate