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: The closing (the “ Closing ”) of the transactions contemplated hereby shall take place at the offices of Ballard Spahr LLP, commencing at 10:00 a.m., Philadelphia time, on June 7, 2018 or such other place or date as to which the Agent, the Banks and the Borrower shall agree. The date on which the Closing shall be completed is referred to herein as the “ Closing Date ”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided , that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Purchaser or the Company, or any of the obligations of Holder under any other agreement between Holder and either Purchaser or the Company, respectively, or any certificate or instrument executed by Holder in favor of Purchaser or the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Purchaser or the Company or any of the obligations of Holder under this Agreement.

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: Except as may be provided in any indemnification agreement between Executive and the Company and/or FracRock International, Inc. (“FracRock”), the predecessor of the Company’s subsidiary, EcoStim International, Inc., and any plan and/or award agreement under which Executive was granted any equity or equity-based award with the Company and its subsidiaries and their respective predecessors, the terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, including, but not limited to, the Prior Employment Agreement. In the event of a conflict between this Agreement and any such indemnification agreement, it is intended that the agreement that grants Executive greater rights shall govern. Notwithstanding the foregoing, this Agreement will not in any way affect any equity or equity-based awards that may be granted to Executive, which are governed by the applicable plan and/or award agreements under which they were granted, except to the extent expressly provided for in such agreement or plan. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

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: The Borrower shall use the proceeds of the Term Loans for (a) the repayment in full of the loans and other obligations under the Prior Credit Agreement on the Closing Date, (b) the payment of transaction fees and expenses and (c) for working capital for exploration and production operations, and (d) other general corporate purposes (including the repurchase of stock to the extent permitted by Section 7.4(A) ). If requested by the Administrative Agent (at the written direction of the Required Lenders), the Borrower shall furnish to the Administrative Agent and each Lender a statement that neither it nor any Person acting on its behalf has taken any action that might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

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: The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, in each case, except to the extent that the failure to do so (other than with respect to the preservation of the existence of any Borrower) could not reasonably be expected to have a Material Adverse Effect); provided that the foregoing shall not prohibit any merger, consolidation, Division. liquidation or dissolution permitted under Section 6.03.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that this RO decision was the first time the RO had adjudicated this claim following the Board’s final April 1968 decision denying that claim (R. at 128) and that this decision was issued pursuant to the Board’s February 1993 remand instructions. Accordingly, at the time the Board issued its August 1994 decision, appellate review of this claim had not been initiated, and the Board did not have jurisdiction to decide this issue and thus did not err in failing to address it. See 38 U.S.C. § 7105(a). The Court notes that this claim would still be open if notice of appellate rights as to that claim had not been provided with the denial of the claim (the ROA does not indicate one way or the other). See 38 U.S.C. § 5104(a), (b); Hauck v. Brown, 6 Vet.App. 518, 519 (1994) (per curiam order) (<HOLDING>). In any event, absent a Options: A. holding that where va never sent the claimant a formal application form pursuant to 3155 the oneyear time period to return it could not have begun to run and therefore the effective date of the claim was the date of the informal claim B. holding that the time in which to file a petition for review of a commissioners order commences upon the signing of the written order C. holding that where appellant never received notification of any denial the oneyear period within which to file an nod which commences with the date of mailing of notice of the result of initial review or determination did not begin to run D. holding that oneyear period commences on date of discovery of the fraudulent nature of the transfer E. holding that a notice of claim period did not begin to run until discovery of the injury

assistant: The best answer is C. holding that where appellant never received notification of any denial the oneyear period within which to file an nod which commences with the date of mailing of notice of the result of initial review or determination did not begin to run
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 Loan Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the " Releasors ") does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each of the directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the " Released Parties "), from any and all debts, claims, allegations, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Amendment No. 4 Effective Date directly arising out of, connected with or related to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at *3 (S.D.N.Y. Jan.16, 2001); see also 9 U.S.C. § 10(a)(4). An arbitrator’s interim ruling is not a final award if i ance Corp., 935 F.2d 1019, 1023 (9th Cir.1991) (“[Temporary equitable orders calculated to preserve assets or performance needed to make a potential final award meaningful ... are final orders that can be review Mut. Ins. Co., No. Misc. 88-0600, 1996 WL 557513, at *3 n. 8 (E.D.Pa. Sep.30, 1996) (“Even though the arbitration panel’s award is a interim provision for pre-hear-ing security, and the panel has not reached the merits of the case, this court may rule on motions to confirm and vacate the award.”). Indeed, courts have reviewed such interim orders even when they were issued prior to a hearing on the merits. See British Ins. Co. of Cayman, 93 F.Supp.2d at 513 (<HOLDING>); Atlas Assurance Co. of Am., 1991 WL 4741, at Options: A. holding that a district court may award attorneys fees while the merits are on appeal B. holding that only claims properly presented to the bia and considered on their merits can be reviewed by this court C. holding that a dismissal based on a jurisdictional statute of limitations does not constitute a judgmerit on the merits because a judgment on the merits can only be rendered after a court has jurisdiction D. holding that a security award separable from the merits of the arbitration which was rendered prior to a hearing on the merits was sufficiently final to be reviewed under the faa E. recognizing that sanctions are collateral to the merits of the case and may be considered even after the merits are no longer before the district court

assistant: The best answer is D. holding that a security award separable from the merits of the arbitration which was rendered prior to a hearing on the merits was sufficiently final to be reviewed under the faa
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 Employers will indemnify Executive as permitted by and pursuant to any agreement or policy that the Employers have adopted as of the date of this Agreement relating to indemnification of directors, officers, and employees, and as permitted by and pursuant to any provision of each Employer’s articles of incorporation or by-laws relating to such indemnification. Notwithstanding any indemnification rights being provided under this Section 4(e), Executive shall not be entitled to any indemnification in the event that he should breach this Agreement and an Employer or any of its subsidiaries should file an action or claim against him.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. Delivery of an executed counterpart of this Amendment by facsimile or electronic transmission shall be effective as an original.

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: The Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that the Borrower has incurred to the Administrative Agent, each LC Issuer and the Lenders under the Loan Documents. The Borrower now has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is now solvent and able to pay its debts as they mature and the Borrower, as of the Closing Date, owns property having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay the Borrower’s debts; and the Borrower is not entering into the Loan Documents with the intent to hinder, delay or defraud its creditors.

assistant: Solvency
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 West court fundamentally altered products liability law in Florida by creating a new products liability tort action — strict liability in tort — out of the prior breach of implied warranty cases which had done away with privity of contract. In so doing, West necessarily swept away such no-privity, breach of implied warranty cases in favor of the new action of strict liability in tort. Stated differently, the doctrine of strict liability in tort supplants all no-privity, breach of implied warranty cases, because it was, in effect, created out of these cases. This ground-breaking holding, however, did not result in the demise of the contract action of breach of implied warranty, as that action remains, said the West court, where privity of contract is shown. Id. at 692 (<HOLDING>). The Florida Supreme Court later affirmatively Options: A. holding breach of contract claim not preempted as a straightforward breach of contract action as it alleged violation of specific covenant B. holding that a cause of action for breach of contract accrues at the time of the breach C. holding that breach of good faith and fair dealing claim requires showing of breach of contract D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding that breach of implied warranty action exists solely as a contract remedy which of necessity requires a privity of contract showing as an essential element of the action

assistant: The best answer is E. holding that breach of implied warranty action exists solely as a contract remedy which of necessity requires a privity of contract showing as an essential element of the action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: situation in the Houston Division is particularly acute. Due to an increase in both the number and complexity of criminal filings, the extremely crowded dockets, and several other factors, the trial track in the Houston Division is two to three years. By contrast, Defendant is well aware that the trial track in this Court is much shorter. Thus, in the instant case, the net effect of a transfer to the Houston Division would be to delay resolution. In the Court’s view it cannot seriously be contended that the interest of justice requires a transfer of venue under such circumstances. G. Plaintiffs Choice of Forum Numerous Courts in this Circuit have held that, subject to certain exceptions, the Plaintiffs choice of forum is entitled to great deference. United Sonics, 661 F.Supp., at 683 (<HOLDING>); McRae v. Sawyer, 660 F.Supp. 62, 65 Options: A. holding that a domestic plaintiffs choice of forum is entitled to more deference than a foreign plaintiffs B. holding that trial courts determination of whether defendant accepted responsibility should not be disturbed unless it is without foundation C. holding that the court has personal jurisdiction over siemens germany and that defendants failed to overcome the presumption in favor of plaintiffs choice of forum D. holding that florida courts should always consider this third step of the forum non conveniens inquiry even if the private factors weigh more heavily in favor of the alternative forum and should require that the balance of public interests also be tipped in favor of the alternative forum in order to defeat the presumption favoring the plaintiffs forum choice E. holding that a plaintiffs choice of forum is most influential and should rarely be disturbed unless the balance is strongly in defendants favor

assistant: The best answer is E. holding that a plaintiffs choice of forum is most influential and should rarely be disturbed unless the balance is strongly in defendants favor
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: 63 A.2d 828, 834 (1949); and German Nat’l Bank v. Zimmer, 141 Ky. 401, 132 S.W. 1023 (1911). How can we not adhere to such a rule? Specifically, if we are to rely on the law of another state for the very existence of a cause of action and for the very substance of that cause of action, how can we reject what that law says as to what that substance is — contract or tort? Thus, once it is determined that the substantive law of the State of Oklahoma is to be applied in this case, I do not see how at any subsequent juncture in the analysis we can ignore what that law has to say as to whether the cause of action created by that law lies in contract or in tort. Statutes of limitations themselves may be procedural rules, see generally Etheredge v. Genie Indus., Inc., 632 So.2d 1324 (Ala.1994) (<HOLDING>), but the question of the nature of the claim Options: A. holding law of case doctrine is procedural and does not go to jurisdiction of court B. holding that under alabama law the law of the forum applies to procedural matters and that in most instances the statute of limitations is considered to be a procedural rule C. holding that a twoyear statute of limitations applies to negligence claims under texas law D. holding texas law governs procedural matters E. holding that courts apply the procedural law of the forum and the substantive law of the jurisdiction originating the claim

assistant: The best answer is B. holding that under alabama law the law of the forum applies to procedural matters and that in most instances the statute of limitations is considered to be a procedural rule
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 365 U.S. 514 81 S.Ct. 684 5 L.Ed.2d 741 Paul EGANv.CITY OF AURORA, ILL. et al. No. 121. March 6, 1961. Joseph Keig, Sr., Edwin R. Armstrong and Sol R. Friedman, for petitioner. William C. Murphy, for respondents. PER CURIAM. 1 Petitioner, Mayor of the City of Aurora, brought this suit in the District Court against the City and certain of its officials for damages for deprivation of rights secured to him by the Constitution. He alleges unlawful action by the city and by individuals who are or who purport to be its officials (see 42 U.S.C. § 1983, 42 U.S.C.A. § 1983) and a conspiracy (see 42 U.S.C. § 1985, 42 U.S.C.A. § 1985). The District Court granted the motions to dismiss, 174 F.Supp. 794, and the Court of Appeals affirmed, 275 F.2d 377, both decisions being prior to our opinion in Monroe v. Pape, 365 U.S. 167, 81 S.Ct. 473, 5 L.Ed.2d 492. 2 The dismissal as to the City of Aurora was correct, for we held in Monroe v. Pape, supra, that a municipality was not a 'person' within the meaning of 42 U.S.C. § 1983, 42 U.S.C.A. § 1983. Insofar as any right claimed stems from petitioner's status as major under Illinois law it is precluded from assertion here by Snowden v. Hughes, 321 U.S. 1, 64 S.Ct. 397, 88 L.Ed. 497. But as we read the complaint, the rights which petitioner claims he was deprived of are those that derive from the Fourteenth Amendment, particularly the right of free speech and assembly. The opinion of the Court of Appeals is not explicit as respects the grounds for dismissing the complaint under 42 U.S.C. § 1985, 42 U.S.C.A. § 1985. See Snowden v. Hughes, 321 U.S. 1, 64 S.Ct. 397; Collins v. Hardyman, 341 U.S. 651, 71 S.Ct. 937, 95 L.Ed. 1253. The Court of Appeals, in affirming the judgment of the District Court on grounds other than the ones relied on by that court, seems to have decided the case on a construction of 42 U.S.C. § 1983, 42 U.S.C.A. § 1983, that apparently is inconsistent with the view we took in Monroe v. Pape, supra. 3 Accordingly we grant the petition for certiorari, affirm the judgment in favor of the City of Aurora, vacate the judgment of the Court of Appeals in favor of the individual respondents and remand the cause as respects them to the Court of Appeals for reconsideration in light of this opinion. 4 Judgment affirmed in part, vacated in part, and cause remanded.

assistant: 2
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 and opposition to the defendant’s motion” for summary judgment. Mem. Op. & Order Den. Mot. Summ. J., 4:09-CV-3264, at 4 (D. Neb. June 6, 2011). After examining all the evidence, the district court concluded “there are genuine issues of material fact with respect to the elements of the plaintiffs’ claims,” which preclude summary judgment at this stage. Id. It is this evidentiary sufficiency determination the defendant is now contesting on appeal. However, when an interlocutory appeal challenges the district court’s determination “the pretrial record sets forth a ‘genuine’ issue of fact for trial,” we lack jurisdiction to hear the appeal. Mahamed v. Anderson, 612 F.3d 1084, 1086 (8th Cir.2010); see also Behrens v. Pelletier, 516 U.S. 299, 313, 116 S.Ct. 834, 133 L.Ed.2d 773 (1996) (<HOLDING>). Accordingly, I would dismiss the appeal for Options: A. holding that denial of counsel in section 1983 action is not immediately appealable B. holding order setting aside summary judgment for procedural irregularity was not immediately appealable C. holding determinations of evidentiary sufficiency at summary judgment are not immediately appealable merely because they happen to arise in a qualifiedimmunity case D. holding that a summary judgment order determining only a question of evidence sufficiency ie which facts a party may or may not be able to prove at trial is not immediately appealable E. holding that credibility determinations should not be resolved at the summary judgment stage

assistant: The best answer is C. holding determinations of evidentiary sufficiency at summary judgment are not immediately appealable merely because they happen to arise in a qualifiedimmunity case
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 initial term of this Agreement (the “ Initial Term ”) shall be for a period beginning on the Effective Date and ending on the three-year anniversary of the Effective Date. On the three-year anniversary of the Effective Date and each successive anniversary of the Effective Date, the term of this Agreement shall automatically be extended for an additional one-year period (“ Extension Terms ” and, collectively with the Initial Term, the “ Term ”) unless the Company gives Executive a written notice of non-extension no later than ninety (90) days prior to the then-applicable anniversary of the Effective Date. Upon the occurrence of a Change in Control, the Term shall automatically be extended until the two-year anniversary of the date on which the Change in Control occurs, provided that if Executive incurs a Qualifying Termination during the Term of this Agreement, the Term shall be further automatically extended for such additional period as necessary to provide that each party’s rights and obligations are fully satisfied hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At any time prior to any applicable compliance time (including the termination provisions set forth herein) the Company and any Investor may (a) extend the time for the performance of any of the obligations or other acts of the Company or such Investor, respectively, (b) waive any inaccuracies in the representations and warranties contained herein and (c) waive compliance with any of the agreements or conditions herein. Any agreement on the part of an Investor to any such extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such Investor and the Company and shall be deemed to modify the terms and conditions of this Agreement as between such Investor and the Company.

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: Schedule 3.08 sets forth as of the Closing Date a list of all subsidiaries of Holdings (and each Excluded Subsidiary, including each Immaterial Subsidiary, and each Unrestricted Subsidiary is identified as such on such list), including each such subsidiary’s exact legal name (as reflected in such subsidiary’s Constituent Documents) and jurisdiction of incorporation or formation and the percentage ownership interest of Holdings (direct or indirect) and any other subsidiaries therein, and identifies each subsidiary that is a Loan Party. The shares of capital stock or other Equity Interests so indicated on Schedule 3.08 are fully paid and non-assessable, if applicable, and are owned by Holdings, directly or indirectly, free and clear of all Liens (other than Permitted Equity Collateral Liens), except where indicated on Schedule 3.08.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CK demonstrated sexual intercourse. Id. This testimony was admitted by the military judge, over defense objection, under Mil. R. Evid. 803(2), as an excited utterance. Record at 113-14. The military judge premised his ruling on a finding that the revelation was made while CK was excited from the startling event of learning her mother was not going to be with her at the upcoming visit with the appellant. Id. The statements by CK were an example of delayed reporting, made more than 1 year after any abusive conduct was alleged to have occurred, and well after CK’s opportunity to privately report the assaults to her mother. To be admissible, an excited utterance must be made while under the excitement of the offense being prosecuted. See generally United States v. Grant, 42 M.J. 340 (1995) (<HOLDING>); United States v. Arnold, 25 M.J. 129 Options: A. holding 36 to 48 hours between assault and excited report not within mil r evid 8032 hearsay exception B. holding florida drivers handbook hearsay and not within any recognized exception to hearsay rule C. holding that hearsay within a police report was inadmissible D. recognizing that excited utterance and testimonial hearsay inquiries are separate but related E. holding that testimonial statements are subject to the requirements of the confrontation clause even if they are otherwise admissible under the hearsay exception for excited utterances

assistant: The best answer is A. holding 36 to 48 hours between assault and excited report not within mil r evid 8032 hearsay exception
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: action in 1969. 505 U. S., at 515, and n. 11. 12 Petitioners also point to Morales as evidence that our decision in Cipollone was wrong. But Morales predated Cipollone, and it is in any event even more easily distinguishable from this case than American Airlines, Inc. v. Wolens, 513 U. S. 219 (1995). At issue in Morales were guidelines regarding the form and substance of airline fare advertising implemented by the National Association of Attorneys General to give content to state deceptive practices rules. 504 U. S., at 379. Like the regulations at issue in Reilly, the guidelines were industry-specific directives that targeted the subject matter made off-limits by the ADA’s ex press pre-emption provisions. See also Rowe v. New Hampshire Motor Transp. Assn., 552 U. S. 364 (2008) (<HOLDING>). 13 In a different action, the FTC charged a Options: A. holding the state law claims were not preempted B. holding that targeted ground carrier regulations were preempted by a statute modeled on the ada C. recognizing state laws can be preempted by federal regulations as well as by federal legislation D. holding that agency is bound by its regulations E. holding ban preempted by federal communications commission regulations

assistant: The best answer is B. holding that targeted ground carrier regulations were preempted by a statute modeled on the ada
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 hereby grants to the Company the right to use, in a reasonable and appropriate manner, the Executive’s name and likeness, without additional consideration, on, in and in connection with technical, marketing or disclosure materials, or any combination thereof, published by or for the Company or any Company Affiliate, and any documents or other matters to the extent legally required. If, in connection with the Executive’s hiring by the Company or termination of employment with the Company, the Company determines to issue a press release, the Company agrees to consult with the Executive in good faith as to the wording of the press release.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: For questions of first impression, it would require a federal court to examine: (1) state common law, (2) state statutes, (3) state administrative regulations, (4) state constitutional provisions, (5) procedural requirements attendant to each alternative claim (including statutes of limitations, exhaustion requirements, etc.), and (6) the existence of a cause of action to enforce state law. Furthermore, under the GEO employees’ proposed framework, courts would potentially need to consider whether a plaintiffs claims would be frustrated by any viable defenses under state law. For example, a privately operated prison might assert the “government contractor” defense if sued under state tort law. See Boyle v. United Techs. Corp., 487 U.S. 500, 108 S.Ct. 2510, 101 L.Ed.2d 442 (1988) (<HOLDING>). Thus, unless such defenses are assessed prior Options: A. holding that the government could not charge contractor excess cost of relet contract where government caused a delay in contract performance in which contractor was to use his own equipment original contractors costs increased and government refused to allow original contractor to perform at cost but allowed new contractor to use government equipment and paid new contractor a different rate B. recognizing a defense immunizing federal contractors from liability where the contractor has conformed its behavior to precise government specifications and if necessary has warned the government of risks posed by those specifications C. holding that contractor was not precluded from recovering damages against owner for defective specifications stated in contract notwithstanding lumpsum and prebid investigation provisions in contract because owner made positive assurances concerning reliability of said specifications D. holding that a contractor who had substantially complied with the building specifications substantially performed E. holding that the government could not charge contractor excess cost of relet contract where the governments specifications were impossible to meet government changed the specifications but did not change the price to be paid original contractor refused to perform and new contractor was paid more to meet new specifications

assistant: The best answer is B. recognizing a defense immunizing federal contractors from liability where the contractor has conformed its behavior to precise government specifications and if necessary has warned the government of risks posed by those specifications
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: 584 Pa. 297, 883 A.2d 511 (2005), we found that the same public policy prohibited the termination of an employee for declining to compel a subordinate employee not to seek workers’ compensation. These cases demonstrate that the strong presumption of all non-contractual employment relations is at-will. An employee may bring a cause of action for a termination of that relationship only in the most limited circumstances, where the termination implicates a clear mandate of public policy. In our judicial system, the power of the cou er. 34, 508 A.2d 1254 (1986) (finding no cause of action where an employee of a nursing home was discharged because she applied to the state for a license to run a competing facility); Rossi v. Pennsylvania State University, 340 Pa.Super. 39, 489 A.2d 828 (1985) (<HOLDING>); Cisco v. United Parcel Services, Inc., 328 Options: A. holding that there was no violation of a clear mandate of public policy where an employee was discharged for attempting to curtail the misuse of public tax revenues B. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy C. holding that an employee has no right of action against an employer for wrongful discharge where no clear mandate of public policy is violated thereby D. holding that public policy was violated where the employee was discharged for refusal to participate in a lobbying effort E. holding that an atwill employee can be discharged for any reason or no reason unless employee is discharged for reasons that contravene a clear mandate of public policy

assistant: The best answer is A. holding that there was no violation of a clear mandate of public policy where an employee was discharged for attempting to curtail the misuse of public tax revenues
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 plans [as defined in §4021(a) of the Employee Retirement Income Security Act of 1974, as amended or supplemented from time to time (“ERISA”)] for which Borrower is an “employer” or a “substantial employer” [as defined in §§3(5) and 4001(a)(2) of ERISA, respectively] are in compliance with ERISA and the regulations and published interpretations thereunder. To the extent Borrower maintains a qualified defined benefit pension plan: [i] there exists no accumulated funding deficiency; [ii] no reportable event and no prohibited transaction has occurred; [iii] no lien has been filed or threatened to be filed by the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA; and [iv] Borrower has not been deemed to be a substantial employer as of the Effective Date.

assistant: Erisa
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 and each Restricted Subsidiary will maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties will (in the case of policies in effect on the Restatement Effective Date, within 30 days after the Restatement Effective Date (or such later date as may be agreed to by the Administrative Agent, in its discretion) (a) in the case of each liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a lender’s loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the lender’s loss payee thereunder and (c) to the extent available from the applicable insurance provider, provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. With respect to each Mortgaged Property that is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, the applicable Loan Party has obtained, and will maintain, such flood insurance as is required under applicable law, including Regulation H of the Board of Governors and the Biggert Waters Flood Insurance Reform Act of 2012. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

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

user: c. The Receiving Party may disclose the Material if and to the extent that such disclosure is required by law or court order, provided that the Receiving Party notifies the Disclosing Party. Any disclosure of the Data and/or Studies for the purposes of compliance with non-EU regulatory requirements that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary in the Company’s vacation or paid time off (“PTO”) policies, for each calendar year during the Term, Executive shall be entitled to four (4) weeks (20 business days) vacation and paid time off under the Company’s “PTO” plan for each calendar year.

assistant: Vacations
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 two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Counterpart signature pages delivered by facsimile or similar electronic transmission (including via e-mail in PDF format) shall be deemed binding as originals.

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: (a) Except as otherwise provided by Section 5(b), the Restricted Stock Units shall vest in accordance with the following schedule: 14,780 Restricted Stock Units shall vest on February 15, 2016, 3,694 Restricted Stock Units shall vest on February 15, 2017, and 3,695 Restricted Stock Units shall vest on February 15, 2018; provided that (i) the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date.

assistant: Vesting
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: Neither this Agreement, nor any right or interest hereunder, will be assignable by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign their respective rights and obligations hereunder to an Affiliate or to a third party that acquires all or substantially all of that Party’s assets or equity. This Agreement will be binding upon the permitted successors and assigns of the Parties and the name of a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. Any assignment not in accordance with this Section 11.2 will be void.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for certain ( i.e. non-refundable ) rates or special offers , please note that suppliers may require that payment is made upfront by wire transfer ( if available ) or by credit card or debit card , and therefore your credit card may be pre-authorised or charged ( sometimes without any option for refund ) upon making the reservation .

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: The Borrower and its Subsidiaries have filed all material tax returns required to be filed, whether in the United States or in any foreign jurisdiction, and have paid all Taxes due and payable and have paid any assessments made against the Borrower and its Subsidiaries or any of their properties (other than (i) any such assessments, fees, charges or levies that are being contested in good faith by appropriate proceedings and for which reserves have been provided in conformity with GAAP or (ii) any amount the nonpayment of which could not be reasonably be expected to give rise to a Material Adverse Effect).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This TRA and any amendments may be executed simultaneously in two or more counterparts and delivered via facsimile or .pdf, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

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: THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS (EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.

assistant: Governing Laws