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: Neither the Agent nor any Lender may disclose to any Person any Company Information (as defined below), except that each of the Agent and each of the Lenders may disclose Company Information (a) to its and its Affiliates’ respective managers, administrators, trustees, partners, employees, officers, directors, agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and such person shall have agreed to keep such Company Information confidential on substantially the same terms as provided herein), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or requested by any self-regulatory authority, provided that, to the extent practicable and legally permissible, the Company is given prompt written notice of such requirement or request prior to such disclosure and assistance (to the extent practicable and at the Company’s expense) in obtaining an order protecting such information from public disclosure, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions no less restrictive than those of this Section 9.08, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder or to any credit insurance provider relating to the Company and its obligations hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) to the extent such Company Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 9.08 by the Agent or such Lender, or (B) is or becomes available to the Agent or such Lender on a nonconfidential basis from a source other than the Company and not, to the knowledge of the Agent or such Lender, in breach of such third party’s obligations of confidentiality and (h) with the consent of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: financial interest in AeroMed. First, the order does not in any form prohibit the offering of evidence; it prohibits certain claims. Second, the language clearly permits claims of medical malpractice and lack of informed consent, which are the issues in the instant case. Next, the order only prohibits the assertion of claims that have as an essential element a financial relationship between the physician and AeroMed. However, this case is a medical malpractice and lack of informed consent action that does not require proof of a financial interest as an essential element. See Rauch v. Mike-Mayer, 783 A.2d 815, 824 (Pa.Super.2001) (stating the essential elements required to prove medical malpractice); and see Bey v. Sacks, 789 A.2d 232, 2001 WL 1602971 (Pa.Super. December 14, 2001) (<HOLDING>). ¶ 23 As stated above, questions referring to Options: A. holding that a patient who endures an operation without his consent may base his action on a tortious battery B. holding that battery is an inherently included offense of aggravated battery C. holding that an operation without the patients consent sounds in battery D. holding that battery is clearly a factual determination readily resolved by the application of a legal standard defining battery to the facts in question E. holding that in pennsylvania lack of informed consent claims utilize a battery standard that is a physician commits battery where the patient does not consent to the procedure on his person thus constituting a harmful or offensive contact

assistant: The best answer is E. holding that in pennsylvania lack of informed consent claims utilize a battery standard that is a physician commits battery where the patient does not consent to the procedure on his person thus constituting a harmful or offensive contact
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 Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are reasonably deemed prudent and customary for the business for which it is engaged, and all such insurance policies are in full force and effect. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

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 case excerpt and choose the best holding from the options. Case excerpt: that “[a]n affidavit in which the plaintiff merely restates the conclusory allegations of the complaint” is insufficient to support a motion for summary judgment). Second, Defendants argue that the portion of the A. Zaks Affirmation about whether certain comparator sites are similar to the Nike Site is inadmissible as unhelpful lay testimony. (See Defs.’ Opp’n 4 (citing A. Zaks May Aff'n ¶¶ 20-24).) Given, again, that Plaintiffs do not respond to this argument in their Reply, and that Plaintiffs have failed to proffer evidence, or even suggest, that A. Zaks has sufficient expertise to offer an opinion as to the similarity of development sites, the Court will not consider this portion of the A. Zaks Affirmation. See Lightfoot v. Union Carbide Corp., 110 F.3d 898, 911-12 (2d Cir.1997) (<HOLDING>) (same). Third, Defendants argue that certain Options: A. holding lay opinion inadmissible if it does not help the factfinder to understand the witness testimony or to decide a fact a fact in issue citing fedrevid 701b adams v city of new york 993 fsupp2d 306 324 edny2014 B. holding it is a question of fact C. holding that lay witness opinion as to guilt of defendant inadmissible D. holding that lay opinion testimony on the technical subject of asbestos in the workplace was inadmissible when the witness failed to demonstrate sufficient personal experience or technical knowledge to qualify him to offer an opinion E. holding that conflicting testimony raised fact issue fact finder was not obliged to accept one experts testimony over the other

assistant: The best answer is A. holding lay opinion inadmissible if it does not help the factfinder to understand the witness testimony or to decide a fact a fact in issue citing fedrevid 701b adams v city of new york 993 fsupp2d 306 324 edny2014
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to the Company shall be addressed to it at its principal executive offices, located at 1031 Mendota Heights Road, St. Paul, Minnesota, 55120. Any notice to the holder shall be addressed to him or her at current home address on record with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Lender) to an Issuing Lender selected by it and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.04), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the respective Issuing Lender, the Company also shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $50,000,000 and, unless otherwise agreed by the applicable Issuing Lender in its sole discretion, the aggregate LC Exposure in respect of Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender’s Letter of Credit Commitment and (ii) the total Revolving Credit Exposure shall not exceed the total Revolving Credit Commitments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is that [w]hether in a particular case that standard [plaintiff’s burden of preponderance of the evidence] has been met with respect to the element of causation is normally a question of fact for the jury; the question is to be removed from the jury’s consideration only where it is clear that reasonable minds could not differ on the issue. In establishing a Prima [sic] facie case, the plaintiff need not exclude every possible explanation [...]; it is enough that reasonable minds are able to conclude that the preponderance of the evidence shows defendant’s conduct to have been a substantial cause of the harm to plaintiff. Hamil v. Bashline, 481 Pa. 256, 392 A.2d 1280, 1284-85 (Pa.1978) (emphasis added); see also Vattimo v. Lower Bucks Hosp., Inc., 502 Pa. 241, 465 A.2d 1231, 1234 (1983) (<HOLDING>); Topelski v. Universal South Side Autos, Inc., Options: A. holding in a civil context when reasonable minds cannot differ on the issue of intervening cause the matter can be decided as one of law B. holding when reasonable minds cannot differ the question of comparative negligence is a question of law appropriate for summary judgment C. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction D. holding where reasonable minds may differ questions of causation are for the jury E. holding summary judgment was improper because the issue of whether a reasonably prudent person would have undertaken a more diligent investigation was a matter about which reasonable minds could differ

assistant: The best answer is D. holding where reasonable minds may differ questions of causation are for the jury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

assistant: Submission To Jurisdiction
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 will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain insurance respecting each of each Loan Party’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the lender’s loss payable and additional insured endorsements in favor of Agent and shall provide for not less than thirty days (ten days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Loan Party or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $1,000,000.00 covered by the casualty or business interruption insurance of any Loan Party or its Subsidiaries. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance 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 case excerpt and choose the best holding from the options. Case excerpt: presumption of correctness. See, e.g., Leith v. Pope, 2 Black. W. 1327, 1328, 96 Eng. Rep. 777, 778 (C.P.1779) (“[I]n cases of tort the Court will not interpose on,account of the largeness of damages, unless they are so flagrantly exces sive as to afford an internal evidence of the prejudice and partiality of the jury”). At-some point, however, when the facts indicated that the presumption of correctness waned and was finally overcome, common law judges used remittitur to reduce unreasonable awards that resulted from the passion or prejudice of the jury. Numerous English cases upheld the power of common law courts to order a new trial if the judges deemed the punitive damages unreasonable. See, e.g., Gilbert v. Burtenshaw, 1 Cowper 230, 98 Eng. Rep. 1059 (K.B.1774) (Mansfield, J.) (<HOLDING>). American courts adopted the same procedure. Options: A. holding that explanations of arbitration awards are not required B. holding a circuit courts authority to grant a new trial is so necessary to the judicial process and so essential to fair trials that its existence is a necessary incident to the exercise of judicial power by the circuit court C. holding that judicial review of arbitration awards is narrow in scope D. recognizing such a ground for judicial review of arbitration awards in this circuit E. recognizing judicial power to grant new trial when jury awards of damages are excessive

assistant: The best answer is E. recognizing judicial power to grant new trial when jury awards of damages are excessive
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 Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full in cash (or with respect to any outstanding Letters of Credit, a cash deposit (or at the discretion of the Administrative Agent, a back up standby Letter of Credit reasonably satisfactory to the Administrative Agent and the Issuing Bank) has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations are outstanding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: has recognized the parental status of nonbiological partners even where the partners were un able, or did not choose, to adopt. V.C., 163 N.J. at 209 (biological mother ended relationship with same-sex partner just after parties discussed adoption). Amici for the ACLU, the Justice for Children Project, and the American Academy of Matrimonial Lawyers point out that the constitutional protections afforded to parent-child relationships extend to the child, protecting his or her right to maintain a relationship with a parent. Thus, they point out that recognition of a common-law de facto parentage cause of action would also recognize L.B.’s right to have a relationship with Carvin. See, e.g., Moore v. City of E. Cleveland, 431 U.S. 494, 504-05, 97 S. Ct. 1932, 52 L. Ed. 2d 531 (1977) (<HOLDING>); Quilloin v. Walcott, 434 U.S. 246, 255, 98 S. Options: A. recognizing that the united states constitution protects the sanctity of the family and the family tradition and that this tradition is not limited to nuclear families but includes entire families that share a household with parents and children B. recognizing that the harm suffered by family members in combination with other factors would presumably only be persecution where the applicant not only shares or is perceived to share the characteristic that motivated persecutors to harm the family members but was also within the zone of risk when the family member was harmed and suffered some continuing hardship after the incident C. holding the family court erred in failing to hold a mother in contempt after she refused visitation of the father with their children in contravention of family court orders D. holding that the bia correctly imputed a parents knowledge that she and her children were not eligible for entry to the united states to her children E. holding that the plaintiff must demonstrate that defendants contacts with the united states as a whole support the exercise of jurisdiction consistent with the constitution and laws of the united states

assistant: The best answer is A. recognizing that the united states constitution protects the sanctity of the family and the family tradition and that this tradition is not limited to nuclear families but includes entire families that share a household with parents and children
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: an opt out as the more people locked into the settlement, the more likely it is to survive. In sum, presently injured class representatives cannot adequately represent the futures plaintiffs’ interests and vice versa. Georgine, 83 F.3d at 630-31 (emphasis added). The majority’s only explanation for its decision is that the district court’s determination that a conflict did not exist was supported by the testimony of the settling parties’ expert, Geoffrey Hazard, and the district court’s own expert, Eric Green. That explanation is hardly compelling. The district court’s determination that the facts before it did not amount to a conflict of interest was not a finding of fact to which we should defer. Instead, it is a conclusion of law, see United States Fire Ins. Co., 50 F.3d at 1311 (<HOLDING>), and it is not enough simply to note that two Options: A. holding that we review constitutional challenges de novo B. holding that the proper review for the trial courts application of the law is de novo C. holding that we review de novo a district courts application of ethical norms governing attorney conduct D. holding that we review a district courts interpretation of a statute de novo E. holding that we review for clear error a district courts factual determination of the conduct in which defendant engaged but that we review de novo the district courts determination of whether that conduct constitutes relevant conduct for purposes of ussg 1b13a2

assistant: The best answer is C. holding that we review de novo a district courts application of ethical norms governing attorney conduct
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) each Extension of Credit hereunder as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not warranted. This error relates solely to the issue of damages. The jury did not reach the issue of damages because it found that the appellees were not liable for Peterson’s injuries. Recognizing this obstacle, Peterson argues: The message was ... sent to the jury that Brian Peterson would always be properly cared, for “free,” and thus there was no need to give an award against the Appellee for this aspect of damages. Appellee’s strategy thereby transcends the damage issue and impacts (or “spills over”) on the determination of liability. Initial Brief of Appellant, p. 24. We recognize that in some situations, errors relating to damages may “spill over” into a jury’s determination of liability. See, e.g., City of Cleveland v. Peter Kiewit Sons’ Co., 624 F.2d 749, 759 (6th Cir.1980) (<HOLDING>). Here, however, we find no evidence of “spill Options: A. holding that since the jury was prejudiced with respect to its award of damages it cannot be said that its finding of liability was free from prejudice B. holding that jury not required to award noneconomic damages merely because it has awarded economic damages C. holding that under privacy act federal government waived its sovereign immunity with respect to actual damages but not with respect to damages for mental or emotional distress D. holding that when a jury finds section 1988 liability but fails to award damages nominal damages are available to plaintiff E. holding that nominal damages award was appropriate where the evidence supporting the damages was speculative

assistant: The best answer is A. holding that since the jury was prejudiced with respect to its award of damages it cannot be said that its finding of liability was free from prejudice
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 Agreement, together with the terms of the Employment Agreement (except as expressly superseded by this Agreement, as noted below), constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including the Original Agreement. For the avoidance of doubt, this Agreement supersedes the Employment Agreement in its entirety with respect to the severance provided thereunder, except for (i) the right to receive the severance benefits as set forth therein with respect to a termination of employment that occurs outside of the Change of Control Period or during the Pre-COC Period, which provisions remain in effect, subject to Section 3(c) 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 provisions in this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Figgs’s complaints violated his constitutional rights by requiring him to serve more time than his sentence required. See id. at 700-01 (“[W]e must determine whether it was clearly established that the defendants, in revoking the good conduct credits and computing a new release date after the recommitment, were violating Campbell’s constitutional rights by requiring him to serve more time than state law and his sentence required.”). At the time Figgs presented his complaints, it was clearly established by decisions in closely analogous cases that the failure to investigate a claim that an inmate is being held longer than the lawful term of his sentence violates the Eighth Amendment if it is the result of indifference. See Haygood v. Younger, 769 F.2d 1350, 1354-55 (9th Cir. 1985) (<HOLDING>); Sample v. Diecks, 885 F.2d 1099, 1108-10 (3d Options: A. holding that in order to state a violation of the eighth amendment an inmate must demonstrate that prison officials showed deliberate indifference to serious medical needs B. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs C. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation D. holding that the eighth amendment is violated when prolonged detention is the result of deliberate indifference where prison officials failed to investigate claims in prisoners letter questioning the method used to compute his release date E. holding that when a prisoners deliberate indifference claim is covered by the eighth amendment the substantive due process claims are duplicative and thus the substantive due process claims should be dismissed

assistant: The best answer is D. holding that the eighth amendment is violated when prolonged detention is the result of deliberate indifference where prison officials failed to investigate claims in prisoners letter questioning the method used to compute his release date
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 Unwind Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Unwind 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: This Agreement shall terminate without any further action of the parties, and be of no further force or effect, in the event that the Contribution Agreement shall terminate prior to the consummation of the Closing (as defined in the Contribution Agreement).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the other Loan Documents, the Specified Swap Agreements and the Cash Management Agreements represent the agreement of the Grantors, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents, the Specified Swap Agreements and the Cash Management Agreements.

assistant: Integration
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 set and maintain a standard of academic excellence for medical schools fit within the purpose of the tax exemption by improving educational standards and thus conferred a substantial benefit on the public. While the YCC’s efforts to encourage top-quality students to attend Yale may maintain the educational standards of Yale, they do little to benefit the tax-paying public comprised of Illinois citizens. This “public benefit” aspect of tax exemption has been long recognized in Illinois law. In the context of educational exemptions, the courts have used a two-part test to determine whether a particular private organization may be classified as a “school” and therefore claim exemption from taxes. (See Illinois College of Optometry v. Lorenz (1961), 21 Ill. 2d 219, 221, 171 N.E.2d 620 (<HOLDING>).) Not all educational-type not-for-profit Options: A. recognizing of course the suspension of the imposition of sentence and the grant of probation B. holding that illinois college of optometry qualified for exemption under this test 1 the institution must offer a course of study which fits into the general scheme of education established by the state and 2 the course of instruction must lessen the tax burden of the public by providing an education which would otherwise have to be furnished by the state C. holding that the burden rests upon the party seeking benefits to prove the injury sustained was the result of an accident arising out of and in the course of employment and the rule of liberal construction is not a substitute for the claimants burden of establishing his claim by a preponderance of the evidence D. holding that the defendant must have created a substantial connection to the forum state by action purposefully directed toward the forum state or otherwise invoking the benefits and protections of the laws of the state E. holding that the viability of the derivative action is determined by law of illinois the state of incorporation

assistant: The best answer is B. holding that illinois college of optometry qualified for exemption under this test 1 the institution must offer a course of study which fits into the general scheme of education established by the state and 2 the course of instruction must lessen the tax burden of the public by providing an education which would otherwise have to be furnished by the state
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: divorce clinic, filed the necessary documents in order to begin the process of Wesley’s divorce from Earlean, and continued to cohabit for a period of time, Wesley did not follow through and conclude the divorce process and Vergie and Wesley took no further steps to validate their mar riage. Moreover, once Vergie and Wesley separated, Vergie had no further contact with Wesley, and it appears that Wesley reconciled with Earlean, and died cohabiting with her. As a consequence, Vergie’s putative spouse status was not resurrected. Vergie also cannot attain widow status through a common-law marriage. Although California recognizes common-law marriages created in states which recognize them, California does not recognize common-law marriages created in California. See Tatum, 241 F.2d at 407 (<HOLDING>). Therefore, because Vergie and Wesley were Options: A. recognizing that under california state law only ceremonial marriages can be contracted B. holding that the ninth circuit is bound by the california supreme courts interpretation of california law C. holding that a similar motion to strike under california state law applies in federal court D. recognizing a hypothetical situation where california law left a party free to sue on a claim in maryland even after the claim was precluded in california because the california statute of limitations had expired E. holding that state may not treat interracial marriages differently from other marriages

assistant: The best answer is A. recognizing that under california state law only ceremonial marriages can be contracted
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: relevant to the qualified immunity defense are seriously disputed, a court may not reach the ultimate legal question of whether a reasonable police officer should have known that he acted unlawfully. Lennon, 66 F.3d at 421 (citing Warren v. Dwyer, 906 F.2d 70, 76 (2d Cir.1990), and Oliveira v. Mayer, 23 F.3d 642, 649 (2d Cir.1994)). C. The Plaintiffs Section 1983 Excessive Force Claim Brown and Etherton argue that Brown’s use of deadly force in response to the perceived threat posed by Rasanen was objectively reasonable and that they are therefore entitled to qualified immunity. Here, there is no question that the Plaintiff has alleged a violation of a clearly-established constitutional right in contending that Brown used excessive force in shooting Rasanen. See Thomas, 165 F.3d at 143 (<HOLDING>). The question for the Court on summary Options: A. recognizing that the fourth amendment protects against the use of excessive force by police officers in carrying out an arrest B. holding fourth amendment protects right to be free from arrest without probable cause C. holding fourth amendment protects against use of force while in arresting officers custody until arraignment or formal charge D. holding that excessive force claims are to be treated under the fourth amendment E. recognizing that police officers may use reasonable force to make a lawful arrest

assistant: The best answer is A. recognizing that the fourth amendment protects against the use of excessive force by police officers in carrying out an arrest
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: warranting a downward departure provided that the efforts are so exceptional as to remove the particular case from the heartland in which the acceptance of responsibility guideline was intended to apply.”); United States v. Lieberman, 971 F.2d 989, 996 (3d Cir.1992) (“[A] sentencing court may depart downward when the circumstances of a case demonstrate a degree of acceptance of responsibility that is substantially in excess of that ordinarily present.”). But see United States v. Severino, 454 F.3d 206, 210 n. 2 (3d Cir.2006) (questioning validity of Lieberman in light of recent amendments to the Guidelines). 5 . Perhaps tellingly, Samuelsen does not argue that the District Court failed to give full consideration to the factors under 18 U.S.C. § 3553(a), cf. Severino, 454 F.3d at 211 (<HOLDING>), or that his final sentence is "unreasonable,” Options: A. holding that trial court must consider both statutory and nonstatutory mitigating factors B. holding that district courts may consider extraordinary acceptance of responsibility in weighing statutory factors C. holding that a district courts failure to consider the 18 usc 3553a factors was plain error relying on gall D. holding that a court may rely on factors listed in ussg 5h116 to justify a departure in extraordinary circumstances E. holding that in exercise of its discretion district court may consider factors such as number of requests made and number of documents withheld

assistant: The best answer is B. holding that district courts may consider extraordinary acceptance of responsibility in weighing statutory factors
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: crew members on the vessel. Evidence introduced at trial shows (1) Martinez was hired to steer the vessel and did steel the vessel; (2) Martinez, along with the other crew members, threw cocaine overboard when they heard a helicopter approaching; and (8) although Martinez received less compensation than the captain, he received more than at least one of his crew mates. AFFIRMED. 1 . Martinez’s remaining arguments are foreclosed by prior precedent. He argues § 1903, the Maritime Drug Law Enforcement Act (MDLEA), is an ultra vires exercise of congressional power under the Piracies and Felonies Clause of the United States Constitution, U.S. Const., art. I, § 9, cl. 10. This argument is foreclosed by our decision in United States v. Estupinan, 453 F.3d 1336, 1338-39 (11th Cir.2006) (<HOLDING>). Insofar as he argues the MDLEA is Options: A. holding congress did not exceed its authority in enacting the mdlea B. holding that congress acted within constitutionally conferred authority in enacting mdlea C. holding that congress properly acted within the scope of the piracies and felonies clause in enacting the mdlea D. holding that congress did not intend to abrogate eleventh amendment immunity in enacting 42 usc 1983 E. holding that in enacting title vii congress abrogated eleventh amendment immunity

assistant: The best answer is A. holding congress did not exceed its authority in enacting the mdlea
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: Sprouts shall indemnify, to the full extent permitted by law and the applicable Certificate of Incorporation and By-laws (but only to the extent not covered by insurance) its officers and directors (and any Executive involved in carrying out the functions of Sprouts under the Plan) and each member of the HRCC and the Review Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his or her duties or responsibilities with respect to the Plan, except to the extent prohibited by law or to the extent such actions or inactions shall be adjudged as gross negligence, willful misconduct or fraud in the performance of his or her duties.

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: The Employee represents that the Employee has full power and authority to enter into this Separation Agreement, and further represents that entering into this Separation Agreement will not result in a conflict of interest with a party to any pending litigation relating to or against the Company, with attorneys representing a party to any pending litigation relating to or against the Company, or with any governmental or administrative agency.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement shall be found invalid or unenforceable in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable or shall be deemed excised from this Agreement as such circumstances may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 406 U.S. 340 92 S.Ct. 1550 32 L.Ed.2d 110 ATLANTIC COAST LINE RAILROAD COMPANY, Petitioner,v.ERIE LACKAWANNA RAILROAD COMPANY et al. No. 71—107. Argued April 17 and 18, 1972. Decided May 15, 1972. Devereux Milburn, New York City, for petitioner. Barrett Prettyman, Jr., Washington, D.C., for respondents. PER CURIAM. 1 We granted certiorari to review the judgment of the Court of Appeals for the Second Circuit, 442 F.2d 694 (1971), affirming the judgment of the District Court for the Southern District of New York, 315 F.Supp. 357 (1970). 404 U.S. 909, 92 S.Ct. 226, 30 L.Ed.2d 181 (1971). We agree that in this noncollision admiralty case the District Court properly dismissed petitioner's third-party complaint for contribution against respondent Erie on the authority of Halcyon Lines v. Haenn Ship Ceiling & Refitting Corp., 342 U.S. 282, 72 S.Ct. 277, 96 L.Ed. 318 (1952). The judgment of the Court of Appeals is therefore affirmed. 2 Affirmed. 3 Mr. Justice POWELL took no part in the consideration or decision of this case.

assistant: 8
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate Dollar Equivalent amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of the Dollar Equivalent Amount of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in Section 3.01(e) , or of any reimbursement payment required to be refunded to a Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, no Non-Extending Lender shall have any obligation to participate in any Letter of Credit issued on or after the Existing Maturity Date.

assistant: Participations