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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Auth. of N.Y. & N.J., 192 F.Supp.2d 247, 263 (S.D.N.Y.2002) (stating that courts "uniformly have determined that [statements from a coworker relaying a supervisor's statement] are not within the scope of employment when the declarant neither is the plaintiff's supervisor nor has a significant role in the employment decision at issue”). They are also not admissible to demonstrate the relaying declarant’s state of mind because it is not at issue. These statements are therefore neither admissions of a party opponent nor admissible pursuant to an exception to the hearsay rule as to the relaying declarant. Accordingly, the statements relayed in paragraphs 83, 84, and 85 are not admissible evidence and are not considered. Id.; see Williams v. Pharmacia, Inc., 137 F.3d 944, 951 (7th Cir.1998) (<HOLDING>); Karnes v. Runyon, 912 F.Supp. 280, 285 Options: A. holding that the timeliness of the employees suit is measured from the later of the date the employee knew or should have known of the employers final action or the date the union appeals procedure is exhausted or otherwise broken down to the employees disadvantage B. holding that statements by nondecisionmakers are not relevant to satisfying the plaintiffs burden of proving discrimination C. holding that statements repeated by nonplaintiff women employees are inadmissible because although the women knew the outcomes of the managerial decisions at issue the decisionmaking process itself which is the relevant issue in proving a pattern or practice of discrimination was outside the scope of the womens agency or employment D. holding that the optional character of the contract at issue is vicious in itself and not warranted by that clause in the statute which authorizes the creation and issue of new stock E. holding that the relevant time is the time of the employment decision

assistant: The best answer is C. holding that statements repeated by nonplaintiff women employees are inadmissible because although the women knew the outcomes of the managerial decisions at issue the decisionmaking process itself which is the relevant issue in proving a pattern or practice of discrimination was outside the scope of the womens agency or employment
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: Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s directors and officers insurance policies, if any, with such indemnification to be on terms determined by the Board or any of its committees and subject to the terms of any separate written indemnification agreement. Executive has entered into a separate indemnity agreement with the Company, and will be covered under any Company’s policy of commercial general liability and directors and officers liability insurance during Executive’s employment and after termination of employment in each case to the same extent as members of the Board.

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: EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY .

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and any amendment hereto may be executed in one or more counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective when a copy signed by each party has been delivered to the other party.

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 case excerpt and choose the best holding from the options. Case excerpt: Billboard Act then in effect directed that “the erection and maintenance of outdoor advertising in areas adjacent to the interstate and primary highway systems [shall] be regulated in accordance with sections 226.500 to 226.600 and rules and regulations promulgated by the state highways and transportation commission.” Whiteco’s applications were for four new billboards in locations that were subject to the Missouri Billboard Act. The City could not have relied on ordinance number 13191 in 1994 to lawfully deny Whiteco’s applications. Existing precedent established that municipal ordinances banning all outdoor advertising signs were preempted by the Missouri Billboard Act. See Nat’l Advert. Co. v. Missouri State Highway & Transp. Comm’n, 862 S.W.2d 953, 955-56 (Mo. App. E.D. 1993) (<HOLDING>). National Advertising did not expressly Options: A. holding city ordinance preempted by state law because ordinance prohibited act specifically allowed under state law B. holding that a complete prohibition on outdoor advertising signs imposed by a municipal ordinance is preempted by the missouri billboard act C. holding that when a judicial office is created by legislative act or municipal ordinance the office is regarded as a de facto office until the act or ordinance is declared invalid D. holding that municipal ordinance was preempted by frsa and void under supremacy clause E. holding that a courts order invalidating part of a city billboard ordinance did not moot a claim for damages arising from that invalidated portion of the ordinance

assistant: The best answer is B. holding that a complete prohibition on outdoor advertising signs imposed by a municipal ordinance is preempted by the missouri billboard act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: otherwise nonremovable claims or causes of action, the entire case may be removed and the district court may determine all issues therein, or, in its discretion, may remand all matters in which State law predominates. 28 U.S.C. § 1441(c). While the amended third-party complaint alleges a claim involving a federal question against the Chase Defendants, the Circuits are split on whether section 1441(c) permits removal by a third-party defendant. Compare Lewis v. Windsor Door Co., 926 F.2d 729, 733 (8th Cir.1991) (‘We do not ... believe § 1441(c) was intended to effect removal of a suit, not otherwise within federal jurisdiction, because of the introduction of a third-party claim.” (internal quotations omitted)) and First Nat’l Bank of Pulaski v. Curry, 301 F.3d 456, 465 (6th Cir.2002) (<HOLDING>) with Carl Heck Eng’rs, Inc. v. Lafourche Options: A. holding that review of an original removal decision and a subsequent removal order are distinct B. holding that removal under section 1441c may only be done by the original defendant C. holding that 1441c does not allow the remand of claims that are not separate and independent D. recognizing that 1441c limits removal to situations in which a federal question is joined with a separate and independent claim of a nonfederal nature E. holding that any defect in removal procedure must be cured within the 30day removal period or it is fatal to the removal and defendants failure to attach exhibits to the notice of removal within that time required remand

assistant: The best answer is B. holding that removal under section 1441c may only be done by the original defendant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has obtained and has delivered to Lender original or certified copies of all of the Policies or ACORD certificates, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. There are no claims currently outstanding that have been made under any of the Policies and that would have a Material Adverse Effect, and to Borrower’s Knowledge, no Person, including any Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 5.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tends to invade the privacy of others.” S.C.Code. Ann. § 16-17-470(A) (2003). “Peep” has been defined alternatively as “to look cautiously or slyly; a brief look: glance; a furtive look.” Webster’s Ninth New Collegiate Dictionary 867 (9th ed.1990). There is clearly evidence that Caldwell peeped at each of the young victims’ privates. Finally, even if we were to assume arguendo subsection (D) of the statute applied, we find there is evidence Caldwell did intentionally look at the privates of the three young victims for more than just a brief period of time in other than a casual or cursory manner. CONCLUSION Based on the foregoing reasons, we find no reversible error in the trial court’s refusal to sever the trials, denial of Caldwell’s motion to suppress th 17 S.E.2d 92, 93 (1992), (<HOLDING>). 5 . Jackson v. Denno, 378 U.S. 368, 84 S.Ct. Options: A. holding that witness had an independent basis to support incourt identification where the description made prior to any pretrial identification was substantially an accurate description of the defendant B. holding when the defendant timely objected to an incourt identification by an eyewitness the trial judge should have directed the government to provide an outofcourt lineup or other protective procedure to avoid an impermissibly suggestive incourt identification C. holding that the bond was intended to and did substantially comply with sjection 71323 therefore because its conditions were not broader and more protective than the statute required the contention that the bond was a common law bond failed D. recognizing that no bond or a nominal bond may be appropriate in cases involving the public interest E. holding in camera hearing was needed to determine whether the incourt identification was of independent origin or was the tainted product of the circumstances surrounding a bond hearing where a witness saw a suspect at a bond hearing prior to his incourt identification of the suspect and the witness may have gotten a fix on the suspect at the bond hearing

assistant: The best answer is E. holding in camera hearing was needed to determine whether the incourt identification was of independent origin or was the tainted product of the circumstances surrounding a bond hearing where a witness saw a suspect at a bond hearing prior to his incourt identification of the suspect and the witness may have gotten a fix on the suspect at the bond hearing
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: are “persons” under 26 U.S.C. § 6672. Plaintiffs argue that they are not “persons” because: 1) they did not make the decision to stop paying tax funds or to prefer some creditors over the IRS; and 2) Manley had enough funds free and clear of any control by the bank to have paid the payroll taxes withheld to the United States. The United States argues that under the line of credit loan and security agreement, the bank has the power to control Manley in the event of default, plaintiffs are “persons.” “Person” is defined in 26 U.S.C. § 6671(b), as follows: “[t]he term ‘person’, as used in this subehapter, includes an officer or employee of a corporation, or a member or employee of a partnership, who as such officer, employee, or member is under it, Inc., 956 F.2d 703 (7th Cir.1992) (<HOLDING>). When a lender does not exercise control over Options: A. holding the lender hable when after borrower defaulted the lender took control of borrowers finances determined which creditors were paid and loaned the borrower money for the purpose of paying employees on condition that none of the money be used to pay withholding taxes B. holding that it was not improper for a lender to halt the proposed settlement and discounted payment of plaintiffs loan when the lender believed the loan would otherwise be paid in full C. holding that where lender financed collected and retained one years premium on credit life insurance for borrower it assumed a contractual obligation to obtain credit life insurance for such borrower and to apply the amounts so received to credit life insurance and it stood in a fiduciary capacity towards the borrower to see that the amount so charged collected and withheld were actually applied to obtaining and purchasing such insurance D. holding that the lender was subject to the dtpa because the borrowers purpose in obtaining the loan was the purchase of a house E. holding lender might be held responsible for buyers alleged damages where facts indicated lenders active participation in the sale of the residence or the existence of a special relationship between the lender and the borrower

assistant: The best answer is A. holding the lender hable when after borrower defaulted the lender took control of borrowers finances determined which creditors were paid and loaned the borrower money for the purpose of paying employees on condition that none of the money be used to pay withholding taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to that of Defendant, who masterminded the plot. ¶ 66 It was Dan, however, who actually stabbed Lynne, and it was David who stood to directly benefit from Lynne’s death and had the closest familial relationship to her. Neither Dan nor David received a death sentence. We dealt with a similar disparity problem in State v. Mann, in which the disparity was not considered mitigating because the person treated lightly was only an accomplice and Mann was the actual killer. 188 Ariz. 220, 230, 934 P.2d 784, 794 (1997). In the present case, the actual killer got the life sentence, and Defendant, who was not the actual killer, was sentenced to death — the opposite of what justified the disparate treatment in Mann. See also State v. Clabourne, 142 Ariz. 335 at 348, 690 P.2d 54 at 68 (1984) (<HOLDING>). The disparity in the present case must be Options: A. holding that where a defendant sold no stock at all this suggested that there was no insider information from which to benefit and there was not a strong inference of scienter B. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable C. holding that there was no actual prejudice where the defendant has the functional equivalent of the notice required D. holding there was no mitigation where defendant but not accomplices did actual killing which involved strangling and stabbing E. holding that there was no standing where the prospective future candidacy of a former congressman was involved

assistant: The best answer is D. holding there was no mitigation where defendant but not accomplices did actual killing which involved strangling and stabbing
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 agreements in this Section and the indemnity provisions of Section 13.1(e) shall survive the resignation of the Administrative Agent, any Issuing Lender and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: authority • to decide matters unrelated to its citizens or to affairs within its borders. Id. at 761 n. 19. As the Court explained earlier'in Goodyear: “A corporation’s ‘continuous activity of some sorts within a state’ ... ‘is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.’ ” 131 S.Ct. at 2856 (quoting Int’l Shoe, 326 U.S. at 318, 66 S.Ct. 154). Although Brown urges that the test is not so restrictive, in our view Daimler established that, except in a truly “exceptional” ease, a corporate defendant may be treated as “essentially at home” only where it is incorporated or maintains its principal place, of business — the “paradigm” cases. See In re Roman Catholic Diocese of Albany, N.Y., Inc., 745 F.3d 30, 39-41 (2d Cir.2014) (<HOLDING>). And at least three of our sister circuits Options: A. holding that court is bound by prior panels interpretation of supreme court decision B. holding that district court opinion which cites controlling authority that is pending review in florida supreme court allows supreme court to exercise jurisdiction C. recognizing restrictions voiced by supreme court in daimler D. holding carefully considered supreme court dicta though not binding must be accorded great weight and should be treated as authoritative although the supreme court may ignore its own dicta we are a lower court bound by the supreme court internal citations omitted E. recognizing the supreme courts holding in ferber

assistant: The best answer is C. recognizing restrictions voiced by supreme court in daimler
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, and only if, the Executive’s employment is terminated following a Change in Control of the Company, the provisions in Section 9(c) of this Agreement shall be followed in addition to the provisions in Section 5 of this agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges and confirms that it is Executive’s intention that any and all rights, including any copyright or other intellectual property rights, in any Work Product created by Executive for the Company shall solely and exclusively vest in the Company, and that any such Work Product shall be considered within the scope of Executive’s employment. The parties agree that the Company is entitled, as author, to the copyright in any copyrightable Work Product and any other rights therein including the right to seek or not seek statutory registration of any copyright and the right to make such changes therein and uses thereof as the Company in its sole discretion determines. If, for any reason, any Work Product is not considered a work made for hire under the U.S. Copyright Act, then Executive hereby grants and assigns to the Company, without any requirement of further consideration, all of Executive’s right, title, and interest in and to such Work Product.

assistant: Titles
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: Owens’s lengthy criminal history or because Owens was wearing baggy clothes that could have easily concealed a weapon; and the officer did not testify that the stop of the vehicle occurred in a high crime area. In short, nothing of substance appears in the record to justify the frisk of Owens except for the inarguable fact that he was a passenger in a vehicle driven by someone who possessed a crack pipe. Although further questioning may have revealed that the officer did have, in fact, articulable and independent suspicions that Owens was armed or dangerous, those reasons were not explicitly brought forth during the brief suppression hearing. 21 . United States v. Berryhill, 445 F.2d 1189, 1193 (9th Cir.1971). 22 . See, e.g., United States v. Simmons, 567 F.2d 314, 319 (7th Cir.1977) (<HOLDING>); United States v. Poms, 484 F.2d 919, 922 (4th Options: A. holding that the automatic companion rule as expressed in benyhill was insufficient to justify a fullblown search of an arrestees companion but the rationale may be sufficient where a search is limited to a pat down B. holding that reasoning which would justify the arrest by the search and at the same time justify the search by the arrest will not do C. holding that parole status alone is insufficient to justify search of a parolee D. holding that the searehincidenttoalawfularrest rule does not apply to a warrantless search that provides the probable cause for the subsequent arrest because one cannot justify the arrest by the search and then simultaneously justify the search by the arrest E. holding that while search incident to arrest could not justify search in that case probable cause plus exigency justified search

assistant: The best answer is A. holding that the automatic companion rule as expressed in benyhill was insufficient to justify a fullblown search of an arrestees companion but the rationale may be sufficient where a search is limited to a pat down
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be in effect during the period (the “ Term ”) commencing on the date hereof and ending at 5:00 P.M. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 2 2 . The Expiration Date under this Agreement may be extended from time to time at the option of the Issuer, for successive one (1) month periods (so that the Expiration Date is the last day of each calendar month) by written notice to that effect to the Manager (with a copy to the Indenture Trustee and the Backup Manager) from the Issuer (or the Servicer on its behalf), as the case may be, delivered on or prior to the then-current Expiration Date (an “ Extension Notice ”); provided that the Servicer shall not have the right to extend the Expiration Date after the payment in full of the Obligations. Each of the Obligors and the Manager agree that if the Issuer fails to deliver an Extension Notice to the Manager by the Expiration Date (or if such day is not a Business Day, on the following Business Day) the Manager shall, on such Expiration Date (or such subsequent Business Day), provide the Servicer (with a copy to the Indenture Trustee and the Backup Manager) with notice of such failure and the Servicer shall have ten (10) Business Days following its receipt of such notice to deliver an Extension Notice to the Manager, and notwithstanding the first sentence of this Section 22(a) , this Agreement shall continue in effect for such ten (10) Business Days, unless the Servicer shall deliver a notice that it does not intend to deliver an Extension Notice. Upon the delivery of such Extension Notice, the Expiration Date shall be extended to the end of the month following the Expiration Date as in effect immediately prior to such Extension Notice.

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: The Company, nor the Seller nor any of their respective Affiliates, nor any officer, member, manager, governor, partner, director or employee of any of the foregoing, has employed any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Commencing on the Effective Date, GCC shall be entitled to receive a consulting fee in consideration for the services rendered under this Agreement in an amount equal to $187,167 per month (the “ Consulting Fee ”), which amount was determined based on actual costs anticipated to be incurred by GCC for providing such services. The initial estimate of the costs to provide such services is reflected on the budget attached hereto as Schedule B . The Consulting Fee shall be payable monthly in arrears by the Company in cash. The Parties agree that a review with respect to determining the costs of providing the Services shall be performed at least annually, according to procedures to be mutually agreed upon by the Parties and an annual budget shall be created upon this review and approved by the Parties. The Griffin Entities agree to provide quarterly statements detailing fees and expenses incurred for each quarter and will consult with the Company regarding the need to reforecast annual expected costs as necessary. The Consulting Fee will be adjusted to reflect each new annual budget and any agreed upon interim updates. The Parties will mutually agree on any annual changes to such Consulting Fee prior to such Consulting Fees being charged to the Company.

assistant: Fees
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 challenged action creates a ‘direct and immediate’ dilemma for the parties.” Id. (citation omitted). The relationship between these two parts of the test — fitness and hardship — has never been precisely defined. Though some commentators have suggested that either of the two showings may suffice to allay ripeness concerns, see, e.g., Laurence H. Tribe, American Constitutional Law § 3-10, at 80 (2d ed. 1987), the predominant weight of authority supports the opposite view, see, e.g., Poe v. Ullman, 367 U.S. 497, 509, 81 S.Ct. 1752, 1759, 6 L.Ed.2d 989 (1961) (dismissing for lack of ripeness despite the predominantly legal nature of the question presented and the minimal need for an extensive factual record); Cedars-Sinai Medical Ctr., v. Watkins, 11 F.3d 1573,1581 (Fed.Cir.1993) (<HOLDING>); see also Erwin Chemerinsky, Federal Options: A. holding that it is inappropriate to conclude that because both sides moved for summary judgement that both concede that the case is ready for disposition B. holding that a ripe case must meet both prongs of abbott labs C. holding that these prongs are distinct statutory definitions D. holding that medical expenses must be proven to be both reasonable and necessary E. holding that jury must determine voluntariness of statements to both private citizens and police

assistant: The best answer is B. holding that a ripe case must meet both prongs of abbott labs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) There will be no cure period available for the Event of Default as defined in Section 8(d) and 8(e); (ii) upon the occurrence of an Event of Default as defined above, and provided such Event of Default as defined in Section 8(a) through 8(c), and Section 8(f) through 8(k), has not been cured by the Company within five (5) business days after the occurrence of such Event of Default, the principal and any accrued interest of the Note will be due immediately, and Lender shall have all of the rights and remedies provided by applicable law and equity. To the extent permitted by law, Company waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement, any Warrant and/or any Note. No failure or delay on the part of Lender in exercising any right, power, or privilege hereunder or thereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity. In the event Lender shall refer this Agreement to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Lender’s rights, including reasonable attorney’s fees, whether or not suit is instituted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company (meaning, solely for this purpose, the Company’s directors and executive officers and other individuals authorized to make official communications on the Company’s behalf) will not disparage the Employee or the Employee’s performance or otherwise take any action which could reasonably be expected to adversely affect the Employee’s personal or professional reputation. Similarly, the Employee will not disparage the Company or any of its directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the reputation of the Company or the personal or professional reputation of any of the Company’s directors, officers, agents or employees.

assistant: Non-Disparagement
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 shall use the proceeds from the sale of the Securities materially for the purposes set forth in the budget previously delivered by the Company to Investor and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).

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: Sections 10 (“No Conflict of Interest”), 11 (“Non-Competition”), 12 (“Non-Solicitation”), 13 (“Nondisclosure of Confidential Information”) 14 (“Enforcement, Remedies and Construction”), 15 (“General Provisions”) and 16 (“Entire Agreement”) of this Agreement shall survive Executive’s employment by Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of new rales of constitutional law on habeas corpus ... generally far outweigh the benefits of this application,”). Based on the foregoing principles, the general rale for retroactivity on collateral review is that “new constitutional rules of criminal procedure will not be applicable to those cases which have become final before the new rules are announced.” Teague, 489 U.S. at 310, 109 S.Ct. 1060. However, there are two exceptions. First, “a new rule should be applied retroactively if it places ‘certain kinds of primary, private individual conduct beyond the power of the criminal law-making authority to proscribe[.]’ ” Id. at 311, 109 S.Ct. 1060 (quoting Mackey, 401 U.S. at 692, 91 S.Ct. 1160); see, e.g., Griswold v. Connecticut, 381 U.S. 479, 85 S.Ct. 1678, 14 L.Ed.2d 510 (1965) (<HOLDING>). Second, a new rule should be applied Options: A. holding that 1324 preempted georgia law criminalizing harboring of aliens B. recognizing a privacy interest in the intimacies of the marital relationship C. holding that statute outlawing use of contraceptive devices was an unlawful invasion of the privacy of marital relationship D. holding that new york law has no common law right of privacy embracmg such claims as false light as any such privacy right is purely statutory E. holding that a connecticut law criminalizing the use of contraceptives unconstitutionally intrudes upon the right of marital privacy

assistant: The best answer is E. holding that a connecticut law criminalizing the use of contraceptives unconstitutionally intrudes upon the right of marital privacy
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) All amounts to be paid by the Seller or the Servicer to the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party hereunder shall be paid no later than noon (New York City time) on the day when due in same day funds to the account so designated by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Seller prior to the date on which any payment is due to the Administrative Agent for the account of any Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrative Agent may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Group Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each Group Agent severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Group Agent, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts or federal courts located in the Commonwealth of Massachusetts. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by 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: As of the Closing Date, all consents and approvals of, and filings and registrations with, and all other actions of, all governmental agencies, authorities or instrumentalities required to have been obtained or made by the Credit Parties in order to execute and deliver and perform their obligations under the Credit Documents to which they are a party, have been or will have been obtained or made and are or will be in full force and effect.

assistant: Consents
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 representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid and so long as the Commitments have not expired or been terminated.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under an equitable estoppel theory. The district court in the present ease noted that Poncho’s agreement constituted “an express contract to support the child.” Concluding its case survey, the court stated, in part, that the doctrine of equitable adoption as recognized in New Mexico should not be limited to cases of decedents’ estates, but that, in the appropriate case, the doctrine may be used in domestic relations cases. The court determined that this case was an appropriate case. Further, the district court determined, based on what occurs in statutory adoptions, that if an adoptive father is obligated to support a child, it follows that the biological father should be relieved of that duty. {31} No New Mexico case has addressed whether the doctrine of equitable adoption can be a (<HOLDING>). Yet several cases have extended the Options: A. holding that it was error for the trial court to determine the issue of child support without a child support guidelines worksheet B. holding that where payments are made on past due support they must first be applied to current child support installments due then to accrued and outstanding interest on delinquent child support obligations and finally to the principal amount due on unpaid child support C. holding that the evidence did not support a finding that the parents intentionally abandoned their child D. holding that attorneys fees and costs may not be awarded as child support when they are incurred in a suit to modify the parentchild relationship that does not involve the enforcement of a child support obligation E. holding that parents may not voluntarily terminate their rights in a child to avoid child support payments or contract away a child support obligation

assistant: The best answer is E. holding that parents may not voluntarily terminate their rights in a child to avoid child support payments or contract away a child support obligation
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: omitted). Accordingly we concluded that because misdemeanor battery could be violated through the “least touching,” the statute did not require the use of violent force and thus was not a crime of violence under the federal generic statute. Id. Ortegar-Mendez, however, is readily distinguishable because a conviction under § 273.5(a) requires more than a simple battery. Unlike § 242, which criminalizes the use of “force or violence,” § 273.5(a) contains no differentiating provision. California Penal Code § 273.5(a) requires that the defendant “willfully inflict ... corporal injury resulting in a traumatic condition.” (emphasis added). The commonsense reading of this language is that § 273.5(a) requires the use of violence. See United States v. Jimenez, 258 F.3d 1120, 1125 (9th Cir.2001) (<HOLDING>). Unlike simple battery, which requires Options: A. holding that marital communications which arise from an act of violence by a spouse committed against the children of either spouse should constitute an exception to the marital privilege because such communications fail to satisfy the conditions underlying the creation of the privilege B. holding that a spouse is not necessarily an agent of the debtor C. holding that absent an actionable injury to one spouse the other spouse cannot recover for loss of consortium D. holding that a defendant could not reasonably dispute that inflicting corporal injury on his spouse involved the use of violence E. holding that knowledge of prohibited activities is not necessarily the same as fraudulent intent and that the code does not allow attribution of intent from spouse to spouse

assistant: The best answer is D. holding that a defendant could not reasonably dispute that inflicting corporal injury on his spouse involved the use of violence
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 related to the management of the environment or which have an impact on the quality of the environment.” Id. at 8. Section 102(1) of NEPA commands that “the policies, regulations, and public laws of the United States shall be interpreted and administered in accordance with the policies set forth in [this Act].” 42 U.S.C. § 4332(1). NEPA includes a range of “action forcing procedures that require that agencies take a hard look at [the] environmental consequences” of a proposed project. Robertson v. Methow Valley Citizens Council, 490 U.S. 332, 350, 109 S.Ct. 1835, 104 L.Ed.2d 351 (1989) (internal quotation marks omitted). NEPA does not mandate a particular outcome, but rather describes the process necessary to reach an informed decision. Robertson, 490 U.S. at 351, 109 S.Ct. 1835 (<HOLDING>). However, proper compliance with procedures Options: A. holding that prior convictions are merely sentencing enhancements rather than elements of the offense B. recognizing that nepa merely prohibits uninformed rather than unwise agency action C. holding that nsf must comply with procedural requirements of nepa when considering incineration of food waste in antarctica because 1 the presumption against extraterritoriality does not apply because nepa is designed to regulate conduct occurring within the territory of the united states 2 the united states exercises legislative control over antarctica 3 any concerns about nepa interference with foreign policy were overstated because when foreign policy interests outweighed benefits of nepa compliance nepas requirements must yield and 4 broad language of the statute supports broad application of nepa requirements D. holding that an agency may only tier to documents subject to nepa review and citing cases E. holding that birdwatchers interest in preventing adverse environmental effects from agency action fell squarely within the zone of interests of nepa

assistant: The best answer is B. recognizing that nepa merely prohibits uninformed rather than unwise agency 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 Company may in its sole discretion assign or delegate its rights or obligations under this Agreement to any Company Affiliate or to any successor entity of the Company or such Company Affiliate. Employee’s continued employment with any Company Affiliate shall constitute continued employment with the Company for purposes of Section 2 of this Agreement. Employee acknowledges that the services to be rendered by Employee are unique and personal. Accordingly, Employee may not assign or delegate any of Employee’s rights or obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months before or after the date of the Board’s adoption of the Plan. Options may be granted prior to such stockholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided, further that if such approval has not been obtained by the end of said twelve (12)-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised.

assistant: Terms