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: Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (any such action, a “ Transfer ”). If at any time or from time to time during the Term, when no Event of Default has occurred and is continuing, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (“ Transfer Notice ”) setting forth the terms of the proposed Transfer and the identity of the proposed assignee, subtenant or other transferee (each a “ Transferee ”). Tenant shall also deliver to Landlord with the Transfer Notice an acceptable assumption agreement for Tenant’s obligations under this Lease (in the case where the Transfer is a proposed assignment of this Lease) together with all relevant information reasonably requested by Landlord concerning the proposed Transferee to assist Landlord in making an informed judgment regarding the financial responsibility, creditworthiness, reputation, and business experience of the Transferee. The provisions of this Section 18.1 shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other equity interests of Tenant as if such transfer(s) were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, neither the transfer of equity interests in Tenant on a public stock exchange nor the issuance of new or additional equity interests in Tenant shall be deemed an assignment or Transfer within the meaning of this Section 18.1 .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the person who uploaded the photo warrants that the photos/images shall not contain any viruses , trojan horses or infected files and shall not contain any pornographic , illegal , obscene , insulting , objectionable or inappropriate material and does not infringe any third party ( intellectual property right , copyright or privacy ) rights .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See also St. Paul Fire and Marine Ins. Co. v. Indemnity Ins. Co. of N. Am., supra, 32 N.J. at 22, 158 A.2d 825; Cohen v. Home Ins. Co., supra, 230 N.J.Super. at 82, 552 A.2d 654. Thus, whether or not this action is time-barred should have been determined on the basis of the applicable statute of limitations. While there does not appear to be any New Jersey case directly on point, there are several New York decisions which apply the statute of limitations to gwasi-contract and quantum meruit causes of action. See, e.g., German v. Pope John Paul, II, 211 A.D.2d 456, 621 N.Y.S.2d 311, 312 (1995) (finding that statute of limitations barred action based on breach of contract, unjust enrichment, and quantum meruit theories); Wint v. Fields, 177 A.D.2d 425, 576 N.Y.S.2d 266, 267 (1991) (<HOLDING>); Moors v. Hall, 143 A.D.2d 336, 532 N.Y.S.2d Options: A. holding that where plaintiff did not seek to rescind a contract and only sought quantum meruit recovery after a jury had determined an enforceable contract existed plaintiff was limited to recovery under the contract B. holding that the evidence was insufficient for the statute of limitations to bar recovery of a quantum meruit cause of action C. holding supreme court had jurisdiction to find facts in accordance with its own view of the preponderance of evidence in subcontractors action against project owner seeking recovery under equitable doctrine of quantum meruit rather than recovery based on contract D. holding quantum meruit unavailable to remedy invalid contract E. holding that a discharged firms recovery is limited to quantum meruit

assistant: The best answer is B. holding that the evidence was insufficient for the statute of limitations to bar recovery of a quantum meruit cause of 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: The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan document; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits under the Plan; to resolve any claim for benefits in accordance with Article V, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the request of any Account Party, at any time and from time to time during the Availability Period, each Fronting Bank agrees, on and subject to the terms and conditions of this Agreement and in reliance upon the agreements of the Lenders set forth in this Section 3.2 , to Issue Letters of Credit as Participated Letters of Credit for the account of such Account Party or the account of any Non-Excluded Subsidiary in Dollars or one or more Foreign Currencies in an aggregate amount not to exceed its Fronting Commitment, provided that no Letter of Credit shall be Issued at any time if, immediately after giving effect thereto, (i) any Lender’s Credit Exposure would exceed such Lender’s Commitment, (ii) the sum of the aggregate Credit Exposures of all Lenders would exceed the aggregate Commitments at such time, or (iii) the aggregate Dollar Amount of the L/C Obligations would exceed the L/C Sublimit at such time. Each Participated Letter of Credit shall be in a form customarily used or otherwise approved by the Fronting Bank (in consultation with the applicable Account Party).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby and the Note, as well as all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “ Transaction Documents ”) will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice, request, approval or consent required to be given under this Agreement will be sufficiently given if in writing and delivered to a Party in person, by recognized overnight courier or mailed in the United States Postal Service, postage prepaid to the address appearing below such Party’s signature on the last page of this Agreement, or at such other address as each Party so designates in accordance with these criteria. Notice shall be deemed effective upon receipt if delivered in person or by overnight courier or five (5) business days after mailing with the United States Postal Service.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: upon receipt of any such request , we will endeavor to promptly remedy the adverse impact caused by the modification , extend the duration of your paid service subscription for a period of time equal to the interruption and/or refund a portion of your paid service subscription fee equal to the remaining unused term of the paid service subscription , as we determine appropriate or as may be required by applicable law .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the language of the policy is susceptible of two constructions, as manifested in argument, it is to be construed strictly against the insurer and liberally in favor of the insured.”) Thus, the definition of "manifest” that should be adopted — even if discovery is a possible interpretation of the term — favors coverage in this case. 23 . Interpreting "manifest” to mean discoverable, moreover, is consistent with nature of an occurrence-based policy and with the expectations of the insured, as an occurrence of bodily injury or property damage — here, when the property became polluted, with each discharge of PCE, to a legally significant level — has nothing to do with when that injury or damage is discovered. Cf. Maryland Cos. Co. v. W.R. Grace & Co., 23 F.3d 617, 627 (2d Cir.1993) (<HOLDING>). As the Sixth Circuit has observed, "[I]t is Options: A. holding that notice occurs when party charged with having notice has actual knowledge or when from all the facts and circumstances known to him at the time in question he has reason to know that it exists B. holding that the installation of asbestoscontaining materials caused immediate physical injury to the building because asbestos is ultrahazardous C. holding that actual injury to property the presence of the asbestos hazard occurs upon installation and exists regardless of whether it yet has been discovered by the building owners D. holding that injury does not occur upon exposure to asbestos but rather upon development of disease E. holding that subsequent property owners were bound by prior owners agreement to restrict building density and preserve certain portions of land as a condition of the original zoning approval

assistant: The best answer is C. holding that actual injury to property the presence of the asbestos hazard occurs upon installation and exists regardless of whether it yet has been discovered by the building owners
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 executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or other electronically delivered copies of signature pages to this Agreement shall be treated between the parties as original signatures for all purposes.

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 otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to Disability, (A) all of the Participant’s options that were exercisable on the date of Disability shall remain exercisable for, and shall otherwise terminate and thereafter be forfeited at the end of, a period of one year after the date of Disability, but in no event after the expiration date of the options, and (B) all of the Participant’s Awards that were not fully vested (or, with respect to the Participant’s options, exercisable) on the date of Disability shall be forfeited immediately upon such Disability; provided, however, that such Awards may become fully vested (and, with respect to the Participant’s options, exercisable) in the discretion of the Committee. Notwithstanding the foregoing, if the Disability giving rise to the termination of employment is not within the meaning of Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such Participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in order to access our resources , you may be required to provide certain information about yourself ( such as identification , contact details , etc. ) as part of the registration process , or as part of your ability to use the resources .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller and Purchaser each agrees that (i) the terms and conditions contained in this Agreement, any related ancillary instruments, agreements or documents and the details of the ensuing negotiations shall remain confidential between Seller and Purchaser (and their respective principals, employees, brokers and attorneys) and (ii) each party shall not distribute or otherwise circulate copies of this Agreement or any related ancillary instruments, agreements or documents to any person or entity other than to their respective principals, investors, employees, brokers, attorneys, agents, advisors and contractors. Notwithstanding the foregoing, Seller agrees that Purchaser shall be permitted to disclose all or part of this Agreement to potential lenders, investors, inspectors and insurance agents, as is necessary in connection with Purchaser’s inspection of the Property and as required for Purchaser to secure financing (if applicable). The foregoing restrictions do not apply to information in the public domain as a result of lawful disclosure, or if disclosure is required under applicable laws, including, without limitation, governmental regulatory disclosures, SEC disclosure, tax and reporting requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Without limiting any of the rights of Indemnitee under the Certificate of Incorporation or Bylaws, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: or after argu ments on the motion to dismiss. During the course of arguments on the motion to dismiss, I focused solely on the issue of federal jurisdiction. At no point during this hearing did the Plaintiffs even suggest diversity as a basis for federal jurisdiction. The Defendants will, at a minimum, be prejudiced if I grant the Plaintiffs’ motion because they "will incur additional expenses to re-litigate dispositive motion practice on grounds the Plaintiffs did not seek to reassert until after dismissal of the case. Viewing the progress of this case in context, I find that lack of due diligence in considering their jurisdictional premises and undue delay on the part of the Plaintiffs provide sufficient reason to deny their motion for reconsideration. See Palmer, 465 F.3d at 31 (<HOLDING>); cf. Connectu LLC v. Zuckerberg, 522 F.3d 82, Options: A. holding that a district court had sufficient reason to reject the plaintiffs belated attempt to amend her complaint fifteen months after the commencement of her action and nine months after the initial amendment to her complaint B. holding that plaintiffs motion to amend her complaint to add her husband as a defendant did not relate back because her failure to sue her husband was not due to misnomer or mistake involving the identity of the proper party but because the law at the time of the complaint did not allow one spouse to sue another in tort C. holding that the plaintiffs second complaint did not relate back to her first complaint because her second complaint was not an amendment to her first complaint but rather a separate filing D. holding that plaintiff was not allowed to voluntarily withdraw her complaint after electing to have her complaint heard before an administrative law judge E. holding that party waived disqualification complaint by filing her motion six and onehalf months after learning of the potential conflict

assistant: The best answer is A. holding that a district court had sufficient reason to reject the plaintiffs belated attempt to amend her complaint fifteen months after the commencement of her action and nine months after the initial amendment to her complaint
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: enforcement agencies, who theoretically could have stopped the supervisor. Id. at 537. In those circumstances, the Cudney court could not say the actions the employee took were the ‘only available adequate means’ to protect the public from drunk driving. Id. at 536-38. ¶16 Then, in Piel v. City of Federal Way, 177 Wn.2d 604, 609-17, 306 P.3d 879 (2013), our Supreme Court held the administrative remedies available through the Public Employment Relations Commission (PERC) under chapter 41.56 RCW were inadequate, on their own, to fully vindicate public policy when a public employer discharges a public employee for asserting collective bargaining rights. Unlike Korslund and Cudney, Piel involved a prior case holding PERC remedies failed to fully address th 474, 478-79, 276 P.3d 382 (2012) (<HOLDING>), remanded, 180 Wn.2d 1001. Division One of Options: A. holding that the remedies available under massachusetts law to challenge tax assessments were sufficient to preclude federal declaratory action B. holding the employee remedies available under the commercial motor vehicle safety act 49 usc 31105 adequately protected truck drivers who refuse to violate commercial motor vehicle safety laws even though a statute declared these remedies do not preclude others C. holding that deprivation of personal property does not violate the constitution if there are adequate state remedies available D. holding that the remedies are exclusive E. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted

assistant: The best answer is B. holding the employee remedies available under the commercial motor vehicle safety act 49 usc 31105 adequately protected truck drivers who refuse to violate commercial motor vehicle safety laws even though a statute declared these remedies do not preclude others
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 appeals, and this jurisdiction is exclusive as to actions brought to adjudicate or execute removal orders. 8 U.S.C. § 1252(b)(2), (9), (g). Although habeas jurisdiction remains available to deportees who raise questions of law and who have no other available judicial forum, see INS v. St. Cyr, 533 U.S. 289, 314, 121 S.Ct. 2271, 150 L.Ed.2d 347 (2001), the statute here provides an adequate judicial forum, permitting the noncriminal deportee to file a petition for review in the appropriate court of appeals. Because judicial review was available to Lopez, the district court was not authorized to hear this,§ 2241 habeas petition. See Castro-Cortez v. INS, 239 F.3d 1037, 1047 (9th Cir.2001); Bini v. Aljets, No. 01-3234, 36 Fed.Appx. 868, 2002 WL 535083, at *1 (8th Cir.2002) (unpublished) (<HOLDING>). Lopez filed the wrong action in the wrong Options: A. holding that the district court lacked jurisdiction to entertain the purported state law claim for violation of the automatic stay and that any such claim could be brought only in bankruptcy court only B. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court C. holding district court lacked jurisdiction to entertain a challenge to a removal order because such challenges must be raised in a petition for review D. holding an issue must be raised to and ruled upon by the trial court in order to be preserved for review E. holding that the district court lacked jurisdiction to review the merits of a petition challenging a removal order or to stay a removal order where the petitioner was not specifically challenging his physical detention

assistant: The best answer is C. holding district court lacked jurisdiction to entertain a challenge to a removal order because such challenges must be raised in a petition for review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to a statutory or regulatory violation so long as these objections are in connection with a procurement or proposed procurement”). To possess standing to bring a bid protest, a plaintiff must be an “interested party”—i.e., an actual or prospective bidder (or offeror) who possesses a direct economic interest in the procurement. Sys. Application & Techs., Inc., 691 F.3d at 1382 (citing Weeks Marine, Inc. v. United States, 575 F.3d 1352, 1359 (Fed. Cir. 2009)); see also Orion Tech., Inc. v. United States, 704 F.3d 1344, 1348 (Fed. Cir. 2013). An offeror has a direct economic interest if it suffered a competitive injury or prejudice as a result of an alleged error in the procurement process. Myers Investigative & Sec. Servs., Inc. v. United States, 275 F.3d 1366, 1370 (Fed. Cir. 2002) (<HOLDING>); see also Weeks Marine, Inc., 575 F.3d at Options: A. holding that actual prejudice is not a necessary element of an insurers untimely notice defense B. recognizing that allegation of state action is a necessary element of a 1983 claim C. holding that an assertion of prejudice is not a showing of prejudice D. holding that prejudice or injury is a necessary element of standing E. holding that an antitrust injury is a necessary element of a 2 claim

assistant: The best answer is D. holding that prejudice or injury is a necessary element of 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: In consideration of the potential risks to the Consultant in rendering professional services in connection with this Consulting Agreement, the Company agrees to make no claim and hereby waives, to the fullest extent permitted by law, any claim or cause of action of any nature against the Consultant which may arise out of or in connection with this Consulting Agreement or the performance by Consultant of any Services under this Consulting Agreement except as expressly set forth in this Agreement.

assistant: 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: Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at its main offices, attention of the Chief Executive Officer, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Offic s used to obtain the search warrant for Scull's home and the state of the law at the time the search warrant was issued, we conclude that the police " 'acted in the objectively reasonable belief that their conduct did not violate the Fourth Amendment'" when they executed the search warrant and searched Scull's home. See Dearborn, 327 Wis. 2d 252, ¶ 33 (citation omitted). As such, application of the exclusionary rule in this case would not act to "deter police misconduct" nor would the deterrent benefits of the rule "outweigh the substantial costs to the truth-seeking and law enforcement objectives of the criminal justice system." See id,., ¶ 38. Therefore, we conclude that the good-faith exception to the exclusionary rule applies in this case, a , 1187, 1191 (D. Colo. 2008) (<HOLDING>); United States v. Tarazon-Silva, 960 F. Supp. Options: A. holding a dog sniff outside the defendants front door was not a fourth amendment search B. holding that a drugdetection dog sniff outside a garage door at a home was not a search under the fourth amendment C. holding canine sniff of an unattended vehicle parked outside the curtilage of defendants home was not a search within the meaning of the fourth amendment D. holding that a dog sniff outside the defendants door in his apartment building was not a search within the meaning of the fourth amendment so long as the police were lawfully present in the hallway when the search occurred E. holding that the defendant had no expectation of privacy in the hallway of an apartment building where the building door was unlocked and the hallway was easily accessible to the public

assistant: The best answer is D. holding that a dog sniff outside the defendants door in his apartment building was not a search within the meaning of the fourth amendment so long as the police were lawfully present in the hallway when the search occurred
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: his second motion for post-conviction relief filed pursuant to Florida Rule of Criminal Procedure 3.850. Based upon the trial court’s thorough order and record attachments, we affirm finding that the claims raised could have been raised in the defendant’s first motion for postconviction relief, and are, therefore, procedurally barred, see Fla. R. Crim. P. 3.850(f)(“A second or successive motion may be dismissed if the judge finds that it fails to allege new or different grounds for relief and the prior determination was on the merits or, if new and different grounds are alleged, the judge finds that the failure of the movant or the attorney to assert those grounds in a prior motion constituted an abuse of the procedure governed by these rules.”); Moore v. State, 820 So.2d 199 (Fla.2002)(<HOLDING>); Scrambling v. State, 919 So.2d 671 (Fla. 5th Options: A. holding that if there is any issue of fact which remains upon a motion for summary judgment the motion must be denied B. holding that a successive 3850 motion can be denied on the ground that it is an abuse of process if there is no reason why the issue could not have been raised in a previous motion C. holding that defendants 3850 motion for postconviction relief was procedurally barred as successive where the defendants current rule 3850 motion is one that could have or should have been raised in his first rule 3850 motion D. holding an issue not preserved when one ground is raised to the trial court and another ground is raised on appeal E. holding that the trial court may not grant summary judgment on a ground not raised in the motion

assistant: The best answer is B. holding that a successive 3850 motion can be denied on the ground that it is an abuse of process if there is no reason why the issue could not have been raised in a previous motion
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 validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware (without regard to any choice of law provision that might refer interpretation of the Plan to the substantive law of another jurisdiction) and applicable federal law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The consolidated financial statements of Provider dated as of December 31, 2002 heretofore delivered to Recipients have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Provider and its consolidated Subsidiaries as of such date and for the period ended on such date. Since the later of (i) December 31, 2002, and (ii) the last time this representation was made or deemed made, no event has occurred that would or could reasonably be expected to have a Material Adverse Effect.

assistant: Financial Statements
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 Plan and this Agreement (including all exhibits and appendices hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Nonetheless, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

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: Borrower has provided to the Administrative Agent true, correct and complete copies of all oil and gas leases, operating agreements, farm-out agreements, unitization and/or pooling declarations and agreements, area of mutual interest agreements, conveyances or reservations of overriding royalty interests, net profits interests, production payments or other similar interests, contracts for the sale, transportation or exchange of oil and/or natural gas, processing agreements, and other agreements pertaining to its interest in the Oil and Gas Properties and the Hydrocarbons produced therefrom, including the agreements and instruments described in Schedule 1.01(g) . Borrower has disclosed to Administrative Agent all other matters known to it that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, Financial Statements, certificates or other written information furnished by or on behalf of such Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), taken together as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , (i) with respect to projected financial information, projected production data and geological and geographical data and engineering projections, such Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of such preparation, and (ii) no representation is made in respect of general economic or general industry conditions. To such Borrower’s Knowledge, there are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of such Borrower or any of its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that such Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower, Administrative Agent and each Lender hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Amendment.

assistant: Waiver Of Jury Trials
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: Moreover, it cannot be said under the circumstances of this case that by not selling their businesses Plaintiffs “relied on the promise to [their] detriment.” Calabro, 15 S.W.3d at 879. Nothing in the record shows that it has been to Plaintiffs’ detriment to be in business as an ACS dealer and Plaintiffs have cited no case law to the contrary. Rather, “the detriment suffered in rebanee must be substantial in an economic sense,” id, and although Plaintiffs paid a percentage of their sales to Defendants, they have also profited from the venture. In sum, the Court cannot say that “injustice can be avoided only by enforcement of the promisefs]” that allegedly caused Plaintiffs to remain dealers. Id. at 878; see also Piantes v. Pepperidge Farm, Inc., 875 F.Supp. 929, 935 (D.Mass.1995) (<HOLDING>). Conclusion Based on the foregoing, and all of Options: A. holding that reasonable reliance is not an element of the defense B. holding that reliance is not a required element of securities fraud in a state enforcement action in idaho C. holding that the statute of frauds operates even when there has been reliance on a promise D. holding that under ohio law fraud claim failed because there was no evidence of reliance E. holding that enforcement of the promise is not necessary to prevent injustice because there is no question that plaintiff has benefited tremendously from his purported reliance

assistant: The best answer is E. holding that enforcement of the promise is not necessary to prevent injustice because there is no question that plaintiff has benefited tremendously from his purported reliance
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 Aggregate Revolving Commitments are increased or term loans shall be made under any Incremental Term Increase or Incremental Term Loan Facility, as applicable, in accordance with this Section, the Administrative Agent and the Parent Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Parent Borrower and the applicable Lenders of the final allocation of such increase and the Increase Effective Date. The Administrative Agent is authorized and directed to amend and distribute to the Lenders, including any party becoming a Lender on the Increase Effective Date, a revised Schedule 2.01 that gives effect to the increase and the allocation among the Lenders.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1875 (stating that the rule excluding evidence seized in violation of the Fourth Amendment "is the only effective deterrent to police misconduct in the criminal context, and that without it the constitutional guarantee against unreasonable searches and seizures would be a mere 'form of words’" (citing Mapp v. Ohio, 367 U.S. 643, 655, 81 S.Ct. 1684, 1692, 6 L.Ed.2d 1081 (1961))). 5 . See United States v. James, 590 F.2d 575, 579 (5th Cir.) (stating that under Fed.R.Evid. 104, "the judge alone decides preliminary questions which relate to the competence of evidence, and the jury decides preliminary questions as to the conditional relevancy of the evidence”), cert. denied, 442 U.S. 917, 99 S.Ct. 2836, 61 L.Ed.2d 283 (1979). 6 . See United States v. Noll, 600 F.2d 1123, 1128 (5th Cir.1979) (<HOLDING>); see also United States v. Monaco, 702 F.2d Options: A. holding that trial court did not commit error when it allowed state to reopen evidence to establish venue B. holding that it was not reversible error for a trial court to fail to answer a jurys question for fifty minutes after which the jury returned a verdict C. holding that trial court did not commit reversible error when it submitted admissibility of evidence question to jury because the trial court had independently decided the question D. holding that a district court did not commit reversible error because it attached great weight to one factor E. holding that it was reversible error for a trial court to fail to answer a jurys question on the burden of proof for two hours after which the jury returned a verdict

assistant: The best answer is C. holding that trial court did not commit reversible error when it submitted admissibility of evidence question to jury because the trial court had independently decided the question
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: During the Employment Period, the Executive shall serve as the Company’s Chief Executive Officer and in such other positions as an officer or director of the Company and such Affiliates of the Company as the Executive and the board of directors of Parent (the “ Board ”) shall mutually agree from time to time, and shall report directly to the Board . In the Executive’s position as Chief Executive Officer , the Executive shall perform such duties, functions and responsibilities during the Employment Period as are commensurate with such position, as reasonably and lawfully directed by the Board. During the Employment Period, the Executive shall continue to serve as a member of the Board. The Executive’s principal place of employment shall be the Company’s offices in New York, New York.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: furtherance of the conspiracy within the limitations period. VI. The Attempted Monopolization Claim In addition to the conspiracy claims, West Penn alleges that UPMC violated section 2 of the Sherman Act by attempting to monopolize the Allegheny County market for specialized hospital services. The elements of attempted monopolization are (1) that the defendant has a specific intent to monopolize, and (2) that the defendant has engaged in anticompetitive conduct that, taken as a whole, creates (3) a dangerous probability of achieving monopoly power. Spectrum Sports, Inc. v. McQuillan, 506 U.S. 447, 456, 113 S.Ct. 884, 122 L.Ed.2d 247 (1993); Swift & Co. v. United States, 196 U.S. 375, 396, 25 S.Ct. 276, 49 L.Ed. 518 (1905); LePage’s Inc. v. SM, 324 F.3d 141, 162 (3d Cir.2003) (en banc) (<HOLDING>) (citing Cont’l Ore Co. v. Union Carbide & Options: A. holding that a court should consider a defendants anticompetitive conduct as a whole rather than considering each aspect in isolation B. holding that a contract will be read as a whole and the intent of each part will be gathered from a consideration of the whole C. holding appellate courts must consider the trial courts jury charge as a whole D. holding district court erroneously failed to consider copyrighted show as a whole E. holding courts may not consider any single provision taken in isolation as controlling but must consider all provisions in context of entire instrument

assistant: The best answer is A. holding that a court should consider a defendants anticompetitive conduct as a whole rather than considering each aspect in isolation
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: Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Ordinary Shares or other consideration that vested but was not issued before your death.

assistant: Death
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 Parties will use the proceeds of the Loans, together with cash on hand of Holdings and its Subsidiaries, on the Effective Date to directly or indirectly finance a portion of the Transactions. Following the Effective Date, Holdings and its subsidiaries will use the proceeds of (i) any Incremental Loan for working capital or any other purpose not prohibited by this Agreement (including but not limited to the financing of Permitted Acquisitions, other Permitted Investments and dividends and other distributions permitted hereunder in respect of shares of capital stock or other Equity Interests of the Borrower), (ii) any Revolving Loan for working capital and other corporate purposes, including the financing of Permitted Acquisitions, other Permitted Investments and dividends and other distributions permitted hereunder in respect of shares of capital stock or other Equity Interests of the Borrower and (iii) any Credit Agreement Refinancing Indebtedness, applied among the Loans and any Incremental Loans as directed by the Borrower. Notwithstanding the foregoing, the Borrower Parties will use the proceeds of (a) the Additional Term A Loans made on the First Incremental Amendment Effective Date to prepay in whole the outstanding Term B-2 Loans pursuant to Section 2.11(a) of the Credit Agreement and (b) the Second Additional Term A Loans made on the Second Incremental Amendment Effective Date to prepay (x) $2,520,625,000.00 of the outstanding Term B-1 Dollar Loans pursuant to Section 2.11(a) of the Credit Agreement and (y) $473,649,082.99 of Term A Loans outstanding immediately prior to the Second Incremental Effective Date pursuant to Section 2.11(a) of the Credit Agreement and Section 1.04 of the Second Incremental Term A Facility Amendment.

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: All notices under this Agreement must be given in writing, by personal delivery facsimile or by mail, if to you, to the address shown on this Agreement (or any other address designated in writing by you), with a copy to Ken Lefkowitz, Esq., Hughes Hubbard & Reed LLP, One Battery Park Plaza, NY, NY 10004, and, if to the Company, to the address shown on this Agreement (or any other address designated in writing by the Company), with a copy, to the attention of the Company’s Chief Legal Officer. Any notice given by mail shall be deemed to have been given three days following such mailing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Issuer and the Co‑Issuer, with respect to the Offered Notes, or the Issuer, with respect to the Class F Notes and the Class G Notes, shall duly and punctually pay the principal of and interest on each Class of Notes in accordance with the terms of this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer and the Co‑Issuer, with respect to the Offered Notes and by the Issuer, with respect to the Class F Notes, the Class G Notes and the Preferred Shares for all purposes of this Indenture.

assistant: Interests