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: 672 (10th Cir. 1999). If it were otherwise, a party could just attach all of his evidence to a motion for dismissal and thereby vitiate the critical distinction between dismissal proceedings, which are supposed to challenge the legal sufficiency of the complaint, and summary judgment proceedings, which properly encompass opposing evidence. As for substance, defendant’s affidavit, indicating that the treatment recommended in 2007 was no longer appropriate in October 2008, does not demonstrate a difference of opinion as to the initial recommendation. And, of course, as Mr. Arocho has consistently claimed, the failure to treat his disease for such an interval itself may give rise to cognizable harm. See generally Erickson v. Pardus, 551 U.S. 89, 92, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007) Options: A. holding potential damage to reputation to constitute irreparable harm B. holding that temporaryinjunction orders simple recitation of conclusory statement that plaintiff will suffer an irreparable injury for which it has no other adequate legal remedy does not satisfy rule 683s requirement that a temporary injunction order specify reasons why plaintiff will suffer irreparable harm for which there is no adequate remedy at law C. holding that a movant for a preliminary injunction must first demonstrate that it is likely to suffer irreparable harm in the absence of the requested relief D. recognizing sufficiency of claim that prisoner will suffer irreparable damage if his hepatitis c disease goes untreated E. holding the district courts of appeal have the ability to review a pretrial evidentiary order where the state would suffer irreparable harm if the order were not reviewed

assistant: The best answer is D. recognizing sufficiency of claim that prisoner will suffer irreparable damage if his hepatitis c disease goes untreated
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a common carrier for purposes of COGSA, but underlying carriers ... treat [the NVOCC] as [the cargo owner’s] agent”); Carman Tool & Abrasives, Inc. v. Evergreen Lines, 871 F.2d 897, 901 (9th Cir.1989) (“Parties who do not deal with the carrier directly have a responsibility to obtain a copy of the bill of lading if they have an interest in knowing its terms. We decline to place on the carrier the burden of tracking down these remote parties and advising them of the terms of the bill of lading.”); Ins. Co. of N. Am. v. S/S Am. Argosy, 732 F.2d 299, 301 (2d Cir.1984) (“With respect to the vessel and her owner ... the NVOCC is an agent for the shipper, and thus merely a customer ....”) (citation omitted); Jockey Int’l, Inc. v. M/V LEVERKUSEN EXPRESS, 217 F.Supp.2d 447, 457 (S.D.N.Y.2002) (<HOLDING>); Glyphics Media, Inc. v. M/V CONTI SINGAPORE, Options: A. holding that terms of bill of lading apply to shipper where it brings suit thereunder B. holding that bill of lading not charterparty governed contract dispute between carrier and shipper C. holding that forum selection clause in a bill of lading issued to an nvocc binds the cargo owner because the nvocc acted as the cargo owners agent in accepting the bill of lading D. holding that bill of lading issued as to two containers was binding as to third container which was stolen and as to which no bill of lading issued provided that the bill of lading in evidence was the standard form bill of lading that carrier always used E. holding that the parties designated the number of packages in the bill of lading when they filled in the numbers 18 103 and 165 under the column heading no of pkgs

assistant: The best answer is C. holding that forum selection clause in a bill of lading issued to an nvocc binds the cargo owner because the nvocc acted as the cargo owners agent in accepting the bill of lading
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 has filed all material tax returns required to be filed, which returns are true and correct in all material respects, and the Company is not in default in the payment of any taxes, including penalties and interest, assessments, fees and other charges (“ Tax Penalties ”) shown thereon due or otherwise assessed other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without which such Tax Penalties were payable pursuant to said returns or any assessments with respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The continued accuracy in all material respects of the aforesaid representations and warranties as of the Closing Date shall be a condition precedent to Steadfast’s obligation to close, except for changes which have been approved by Steadfast. The express representations and warranties in this Agreement and any Blackstone Closing Certificate shall not merge into any instrument of conveyance delivered at Closing and shall survive the Closing until the Expiration Date and shall then terminate, except to the extent that Steadfast has delivered a Claim Notice for a breach of any such representation or warranty to Blackstone prior to the Expiration Date, in which case, so long as Steadfast continuously and diligently prosecutes such claim, the applicable representation or warranty shall survive until Steadfast’s Claim is finally resolved.

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: extend the time for filing the Bank’s expert witness designations; • designated its expert witnesses and provided the Bryce Plaintiffs a report from each; • filed an objection to the Bryce Plaintiffs’ request for a protective order to limit the distribution of information available from the Office of the Comptroller of the Currency (OCC); • filed a motion for in camera inspection of the OCC information to address its claims of privilege; and • filed a motion and a supporting brief requesting reconsideration of the trial court’s order requiring production of the information obtained from the OCC. Based upon the extent of the discovery conducted and this additional activity, the trial court properly concluded that the Bank had substantially invoked the judicial process. See id. at 595-96 (<HOLDING>). The Bank disagrees pointing out that it was a Options: A. holding that good cause did not exist where movant was on notice of information that with some investigation would have led to timely discovery of the basis for the motion to amend B. holding that a movant that clearly establishes likelihood of success on the merits receives the benefit of a presumption of irreparable harm C. holding litigation process substantially invoked where movant conducted extensive discovery about every aspect of the merits D. holding that government was not substantially justified in its litigation position where government conducted a poor investigation of claim failed to verify claimants story unreasonably delayed pursuing and processing litigation of forfeiture claim for thirteen months and where court ultimately found at trial which occurred four years after initial seizure that seized property had independent source and had not been used illegally E. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law

assistant: The best answer is C. holding litigation process substantially invoked where movant conducted extensive discovery about every aspect of the merits
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: as Exhibit B to the Declaration of William J. Taylor, Jr. in Support of Defendants' Motion to Dismiss the Amended Complaint, Dkt. 17 ("Taylor Decl.”). Hershey references this video footage in the Amended Complaint, see Am. Compl. ¶¶ 96-106, and attached some of this footage to it. Hershey affirmatively noted in his brief that the Amended Complaint incorporates these videos by reference. Hershey Br. 2. The Court can consider this video footage in deciding the motion to dismiss. See Blue Tree Hotels Inv. v. Starwood Hotels & Resorts, 369 F.3d 212, 217 (2d Cir.2004) (permitting consideration of "any documents that are either incorporated into the complaint by reference or attached to the complaint as exhibits”); see also Garcia v. Bloomberg, 865 F.Supp.2d 478, 483 n. 1, 492 (S.D.N.Y.2012) (<HOLDING>). The video provided to the Court is Options: A. holding that where a complaint makes express reference to attachments that are central to the plaintiffs claims those documents may be considered on a motion to dismiss without converting it into a motion for summary judgment B. recognizing dismissal as proper when based on those exhibits submitted by a defendant which can properly be considered as incorporated by reference into the complaint C. holding that videos incorporated by reference into the complaint can be considered in deciding a motion to dismiss and crediting videos where the videos themselves rebut plaintiffs allegations D. holding that for the purpose of deciding a motion to dismiss the complaint includes any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference E. holding that a court in deciding a rule 12b6 motion may consider a document that is incorporated by reference into the complaint

assistant: The best answer is C. holding that videos incorporated by reference into the complaint can be considered in deciding a motion to dismiss and crediting videos where the videos themselves rebut plaintiffs allegations
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 become effective when it shall have been executed by each Credit Party and the Bank and thereafter shall be binding upon and inure to the benefit of each Credit Party and the Bank and their respective successors and assigns, except that no Credit Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Bank (such consent not to be unreasonably withheld).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for a "tax equivalency payment" to a resident who "is eligible" if the resident is at least 65 years old or a disabled veteran or at least 60 years old and the widow or widower "of a person who was eligible for payment under (1) or (2)...."); AS 29.45.040(b)-(d) (using "eligible" in a way that implies it refers to the direct beneficiaries of the exemption}; AS 29.45.052(b) (requiring an individual applying for a below-poverty-level tax deferral to submit "proof of eligibility"); AS 29.45.053(b) (requiring that "if two or more are eligible" for a law-enforcement officer exemption, they shall decide among themselves who is to benefit). AS 29.45.030(e), in language parallel to the text of AS 29.45.040(a) quoted above, extends the senior citizen/d fits, 818 P.2d 640, 644 n. 5 (Alaska 1991) (<HOLDING>). 102 . The State argues here that Snider had Options: A. holding claimant was not entitled to agencys mistaken application of statutory provision B. holding that an agencys determination on a workers compensation claim was entitled to deference C. holding that the equitable principle of unjust enrichment allowed an employer to recapture a mistaken overpayment made to the claimant D. holding that claimant moving for summary judgment on its claim must conclusively prove all the essential elements of the claim and that claimant has the burden to show that there are no genuine issues of material fact and that claimant is entitled to judgment as a matter of law E. holding that an agencys interpretation of its own regulations is entitled to deference

assistant: The best answer is A. holding claimant was not entitled to agencys mistaken application of statutory provision
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 First Circuit has held that “ ‘stray workplace remarks’ ... normally are insufficient, standing alone, to establish either pretext or the requisite discriminatory animus.” Gonzalez v. El Dia, Inc., 304 F.3d 63, 69 (1st Cir.2002); see also Williams v. Raytheon Co., 220 F.3d 16, 18 (1st Cir.2000) (rejecting age and gender claims where supervisor told colleagues that the company was run by “old, white men,” that she intended to change the corporate culture, and would favor the hiring of women and younger people); Shorette v. Rite Aid of Maine, 155 F.3d 8, 13 (1st Cir.1998) (asking the plaintiff “how old he was and when he planned to retire” was “a textbook example of an isolated remark which demonstrates nothing”); Pearson v. City of Manhattan, 33 F.Supp.2d 1306, 1315 (D.Kan.1999) (<HOLDING>); Martin v. Ryder Distribution Res., Inc., 811 Options: A. holding that the plaintiff made out a prima facie case of age discrimination based upon a showing that she was a member of the protected group she was qualified and capable of doing her job she was discharged and that her manager called her old woman thus evincing agebased animus sufficient to demonstrate discriminatory intent B. holding that a plaintiffs lack of knowledge regarding the number of affected persons does not bar class certification when defendant has the means to identify those persons at will C. holding that local ordinance prohibiting the sale of beer or wine to persons less than 21 years of age was not preempted by state statute prohibiting the furnishing of any alcoholic beverages to persons under 21 D. holding that phrase old ways is not evidence of adea agebased animus as such terms apply more to a persons state of mind than to a persons age E. holding states are not persons for the purposes of section 1983

assistant: The best answer is D. holding that phrase old ways is not evidence of adea agebased animus as such terms apply more to a persons state of mind than to a persons age
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Grantee’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed by Grantee’s hand.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of any Incremental Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the new district lines omit some persons and/or add others and, in the case of two state House districts, the districts have been completely collapsed and moved to high-growth areas of the state. If special elections held prior to the next round of regularly-scheduled elections were to be held under the new district lines, the effect would be to leave some persons with no representation and others with double representation. Such a situation is obviously not one that the United States Constitution would allow, much less require. Cf. Gaona v. Anderson, 989 F.2d 299 (9th Cir.1993) (per curiam) (rejecting Voting Rights Act challenge to use of old version of state senate district for an interim special election); Political Action Conference of Illinois v. Daley, 976 F.2d 335 (7th Cir.1992) (<HOLDING>); French v. Boner, 963 F.2d 890 (6th Cir.1992) Options: A. holding that city need not alter its redistricting scheme even though fouryear terms of aldermen elected in 1991 resulted in a fouryear delay in using new 1990 census data B. holding that under 98 of restatement principal elected to ratify unauthorized act by accepting benefits of agreement with full knowledge of its terms and was therefore bound to terms of agreement C. holding that because the statute requires commerce to use data from economically comparable countries to the extent possible commerce may not employ a methodology that requires using data from both economically comparable and economically dissimilar countries in the absence of a showing that using the data congress has directed commerce to use is impossible D. holding that attorneys fees were available to seller who elected to terminate a contract for deed in accordance with its default terms E. holding that the plaintiffs benefits were found in the new york state constitution and vested in the plaintiffs by the terms of a statutory scheme

assistant: The best answer is A. holding that city need not alter its redistricting scheme even though fouryear terms of aldermen elected in 1991 resulted in a fouryear delay in using new 1990 census data
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 governed by, and construed in accordance with, the laws of the State of Nevada, as such laws are applied to contracts entered into and performed in such state. Any action brought in connection with this Agreement shall be subject the exclusive jurisdiction of the state and federal courts sitting in Nevada in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement.

assistant: Venues
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 each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note). Upon each occurrence of any other event of default, the Investor may asses and apply a fee against the Issuer of not less than $75,000 at any time any balance remains outstanding on this Note, regardless of whether such event of default has been cured or remedied and regardless of whether the Investor delivered a notice of default at the time of the event of default or at the time the Investor discovered the event of default. The parties agree that the fee shall be applied to the balance of the Note and shall tack back to the Effective Date of the Note for purposes of Rule 144. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in lieu of actual damages.

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 case excerpt and choose the best holding from the options. Case excerpt: characters repay money to those from whom they stole, and at some point, both men get a job. These storylines are driven by the basic plot idea of turning one’s life around. The concept of a bad person spending time in prison, and then trying to clean up their act by making restitution and getting a job are unprotectable scenes-a-faire in a story about redemption. See, e.g., Walker v. Time Life Films, Inc., 784 F.2d 44, 50 (2d Cir.1986) (In two works depicting the experience of policemen in New York’s crime-laden 41st Precinct, scenes of a policeman murdered at close range, cockfights, drunks, stripped cars, prostitute, rats, unsuccessful foot chases of fleeing criminals, and demoralized officers were stock scenes commonly linked to the genre of the works); Berkic, 761 F.2d at 1293 (<HOLDING>). Similarly, Plaintiff points out that in both Options: A. holding that the department of transportation may be enjoined from diverting water flow onto a landowners property B. holding that if a witness appears to know of the charges and would naturally be expected to have come forward with the alibi testimony the witness may be crossexamined about those circumstances of nondisclosure C. holding that the protection afforded by the eleventh amendment extends not only to the states themselves but also to their instrumentalities and government officials acting in that capacity D. holding that no protection may be afforded to situations and incidents which flow naturally from a basic plot premise E. holding no joint employer status despite some isolated incidents of supervision

assistant: The best answer is D. holding that no protection may be afforded to situations and incidents which flow naturally from a basic plot premise
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: 336 U.S. 804 69 S.Ct. 840 93 L.Ed. 1052 UNITED STATESv.URBUTEIT. No. 640. On Petition for Certiorari Distributed April 15, 1949. Decided May 2, 1949. Mr. Philip B. Perlman, Sol. Gen., of Washington, D.C., for petitioner. Mr. H. O. Pemberton, of Tallahassee, Fla., for respondent. PER CURIAM. 1 The question presented by this petition is whether the Court of Appeals followed our mandate on remand of the cause in 335 U.S. 355, 69 S.Ct. 112. 2 The case when it was here earlier this Term appeared in the following posture: 3 A condemnation proceeding was instituted by the United States under the Federal Food, Drug, and Cosmetic Act, 52 Stat. 1044, 21 U.S.C. § 334, 21 U.S.C.A. § 334. Sixteen machines with alleged diagnostic and curative capabilities had been shipped in interstate commerce. Leaflets describing the uses of the machine had been shipped at a separate time. The Court of Appeals, 164 F.2d 245, had held that the separate shipments of the machines a d leaflets precluded a conclusion that the leaflets had accompanied the device in interstate commerce, and therefore the transaction was outside the reach of the Act. We reversed the Court of Appeals and held that the separate shipment of the machines and leaflets constituted a single interrelated activity. 4 On remand the Court of Appeals, 172 F.2d 386, concluded that because there were several shipments of machines and a single shipment of advertising matter, it was not clear which shipments might be considered a single interrelated activity. Therefore, it remanded the case to the District Court for a determination of this fact. 5 When the case was here before, we decided that the fact of separate shipments of machines and leaflets was immaterial. The controlling factors were whether the leaflets were designed for use with the machine and whether they were so used. Since the function of the leaflets and the purpose of their shipment were established, nothing more was needed to show that the movements of the machines and leaflets constituted a single interrelated activity. Moreover, the case is not complicated by shipments of machines and leaflets to different persons. One Kelsch was the recipient of both. 6 On remand the Court of Appeals adhered to its former ruling that the District Court erroneously excluded evidence as to the therapeutic or curative value of the machines. When the case was here before we did not disturb that ruling. But we did leave to the Court of Appeals for consideration a further question—whether the evidence as respects the falsity of the diagnostic capabilities of the machine was adequate to sustain the condemnation even though error in exclusion of the other evidence were conceded. The United States is entitled to a hearing on that question. 7 The petition for certiorari is granted and the judgment is reversed. 8 Reversed.

assistant: 9
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 action or inaction taken by Bank (where Bank has a duty to act) in connection with the Plan shall be in compliance with all Applicable Law, including, without limitation, all Consumer Laws, except where the failure to so comply does not or will not have a material adverse effect on the Bank, Company or the Plan.

assistant: Compliance With 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: All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan, the Loan Documents or the financing evidenced by the Loan Documents, to Agent, Lender, Morgan Stanley Bank, N.A. or any of their Affiliates shall be subject to the prior approval of Agent, not to be unreasonably withheld, provided that, any news releases, publicity or advertising required by applicable law or in any judicial or administrative proceeding, shall not require the prior written approval of Agent. All news releases, publicity or advertising by Morgan Stanley Bank, N.A., any Lender, Agent or any of their respective Affiliates or agents through any media intended to reach the general public which refers to the Loan Documents or the financing evidencing by the Loan Documents, to Borrower or Guarantor or any of their Affiliates and/or to the Property shall be subject to the prior written approval of Borrower, provided that, any news releases, publicity or advertising required by applicable law or in any judicial or administrative proceeding, shall not require the prior written approval of Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: )4 mile away. Fifth, also at this time, a vehicle registered to Nelson pulled in and parked next to Miller’s car. Sixth, the note at the boat ramp informed Kaplan that he was being watched. Seventh, Miller and Nelson both left the lake at the same time Kaplan left. Eighth, Nelson arrived at the same McDonald’s immediately after Kaplan arrived. Ninth, a passenger from Nelson’s car approached Kaplan’s vehicle and peered into Kaplan’s vehicle from a distance of 10 feet away. Tenth, Nelson drove home from the McDonald’s using what would normally be described as counter-surveillance techniques. Finally, Miller changed his story as to why he was at the lake that day at that time. See Iannelli v. United States, 420 U.S. 770, 777 n. 10, 95 S.Ct. 1284, 1289-90, 43 L.Ed.2d 616 (1975) (<HOLDING>); United States v. Penagos, 823 F.2d 346, 348 Options: A. holding that an agreement may be inferred entirely from circumstantial evidence B. holding that the conspiratorial agreement may be proved by circumstantial evidence including the acts and conduct of the coconspirators and the inferences that may be drawn from their acts C. holding that intent and knowledge can be proved by circumstantial evidence D. recognizing that identity of a substance as cocaine may be proved by circumstantial evidence E. holding that there was no evidence or inferences to be drawn from the evidence to support the damage award

assistant: The best answer is B. holding that the conspiratorial agreement may be proved by circumstantial evidence including the acts and conduct of the coconspirators and the inferences that may be drawn from their acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices to Mortgagor and to Mortgagee shall be deemed to be duly given if and when mailed, with postage prepaid, to the respective addresses of Mortgagor and Mortgagee appearing on the first page hereof, or if and when delivered personally.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having a Fair Market Value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax (determined by (or in a manner approved by) the Company)) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award. Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Buyer and Seller represents and warrants to the other that (a) except for Cushman & Wakefield (“ Broker ”), it has not dealt with any brokers or finders in connection with the purchase and sale of the Property, and (b) insofar as such party knows, no other broker or person is entitled to any commission or finder’s fee in connection with the purchase and sale of the Property. Seller hereby agrees that, upon final consummation of the Transaction, Seller shall be responsible for the payment of the broker’s commission to Broker pursuant a separate written agreement between Broker and Seller . Seller and Buyer each agrees to indemnify and hold harmless the other against any claim incurred by reason of any brokerage fee, commission, finder’s fee or other compensation which is payable or alleged to be payable to any broker or finder because of any agreement, act, omission or statement of the indemnifying party. The provisions of this Section 10.16 shall survive the Closing or any termination of this Agreement.

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: (a) Tenant shall protect, indemnify and hold harmless each of the Indemnified Parties from and against any and all claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind (including, without limitation, reasonable attorneys’ fees and costs) directly or indirectly arising out of or attributable to, in whole or in part, any of the following: (i) the breach of any of the covenants, representations and warranties of this Article 18 by Tenant, or (ii) the use, generation, manufacture, production, storage, release, threatened release, discharge or disposal of a Hazardous Substance in, on, under, from or about the Premises prior to or during the Term, or (iii) any violation or liability under any Environmental Law arising from any other activity carried on or undertaken on the Premises prior to or during the Term by Tenant or any employees, agents, contractors or subcontractors of Tenant or any third persons occupying or present on the Premises prior to or during the Term, including, without limitation: (i) all consequential damages; (ii) the costs of any required or necessary response, repair, cleanup or detoxification of the Premises and the preparation and implementation of any closure, remedial or other required plans including, without limitation: (A) the costs of response, removal or remedial action incurred by any Governmental Authority, or response costs incurred by any other Person, or damages from injury to, destruction of, or loss of natural resources, including the costs of assessing such injury, destruction or loss, incurred pursuant to any Environmental Law; (B) the clean-up costs, fines, damages or penalties incurred pursuant to the provisions of Applicable Law; and (C) the cost and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Applicable Law; and (iii) liability for damages, including damages assessed for the maintenance of the public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. The obligations arising under this Section 18.6 shall apply regardless of when the violation, liability, loss, harm, damage or injury is discovered.

assistant: Indemnity
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: had a legitimate concern that additional undiscovered parties were present and reasonably acted to protect the officers’ safety. Given the totality of the circumstances, a reasonable person would have thought that she would be free to leave after brief questioning. The appellants contend, however, that the length of the detention transformed an otherwise lawful stop into an arrest. The officers had determined that Ward and Roller were unarmed and that there were no additional suspects within the bank, but the officers did not un-handcuff them until they had verified their story 20 minutes later. Although 20 minutes is not an exceedingly long time, it is certainly long enough to transform a stop into an arrest, see, e.g., United States v. Chamberlin, 644 F.2d 1262, 1267 (9th Cir.1980) (<HOLDING>). The Supreme Court has refused to adopt a per Options: A. holding that police officers had probable cause to arrest a suspect where the facts suggest a fair probability that the suspect has committed a crime B. holding in the alternative that even if handcuffing a suspect did convert the detention into an arrest the arrest was justified by probable cause C. holding ninety minutes excessive D. holding that 20 minute detention under the circumstances of the ease was not arrest E. holding suspect for 20 minutes constituted an arrest

assistant: The best answer is E. holding suspect for 20 minutes constituted 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 legal provision and list the applicable contract clause categories. Provision: The Pledgor and the Secured Party acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Pledgor and the Secured Party.

assistant: Construction
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 the schedule hereto constitute the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with respect to the subject matter hereof (including, but not limited to, the Initial 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 case excerpt and choose the best holding from the options. Case excerpt: 91 S.Ct. 1357, 28 L.Ed.2d 686 (1971), which addressed congressional regulation of "intrastate extortionate credit transactions”; Heart of Atlanta Motel, Inc. v. United States, 379 U.S. 241, 85 S.Ct. 348, 13 L.Ed.2d 258 (1964), which reviewed the application of Title II of the Civil Rights Act of 1964 to "inns and hotels catering to interstate guests”; and Katzenbach v. McClung, 379 U.S. 294, 85 S.Ct. 377, 13 L.Ed.2d 290 (1964), a case involving application of the same statute to "the regulation of ... restaurants utilizing substantial interstate supplies.” Lopez, 514 U.S. at 559-60, 115 S.Ct. at 1630. 9 . For example, in McClung, cited with approval in Lopez, 514 U.S. at 559, 115 S.Ct. at 1630, the Court upheld application of Title II of the Civil Rights Act of 1964, 42 (D.C.Cir.1996) (<HOLDING>). 11 . See Oral Arg. Tr. at 5 (acknowledgment Options: A. holding that a plaintiffs retaliation claim is cognizable even in the absence of protected activity as long as his employer perceived him to be engaged in such activity B. holding a regulation is contentneutral as long as it is justified without reference to the content of the regulated speech C. holding that a contract need not have mutuality of obligation as long as it is supported by consideration D. holding postlopez but premorrison that the regulated activity need not be commercial so long as its effect on interstate commerce is substantial E. holding that the terms arbitration or arbitrate need not be used as long as binding review by a third party is clearly the intention of the parties

assistant: The best answer is D. holding postlopez but premorrison that the regulated activity need not be commercial so long as its effect on interstate commerce is substantial
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 Administrative Agent and the Owners (constituting the Required Owners) hereby consent to this Amendment in accordance with Section 3.9(c) of the RPAA and Section 8.01 of the RSA. The Owners’ consent to this Amendment is limited as specified and shall not be construed as a consent or waiver of any other term or provision of the RPAA or the RSA. Nothing herein releases, modifies, alters, amends or otherwise changes (or shall be deemed to release, modify, alter, amend or change) any of the rights, remedies, powers or privileges of the Administrative Agent, any Conduit Purchaser, Committed Purchaser or Funding Agent under or in connection with the RPAA, except as expressly provided herein. Nothing herein shall obligate the Administrative Agent, any Conduit Purchaser, Committed Purchaser or Funding Agent to grant (or consent to) any future or other waiver of any kind under or in connection with the RPAA or the RSA or entitle the Transferor to receive any such waiver (or consent) under the RPAA or the RSA.

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: Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under the New York UCC or any other applicable law. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured Party to collect such deficiency.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all 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 legal provision and list the applicable contract clause categories. Provision: The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Director under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Director other than by will or the laws of descent and distribution.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing (“ Closing ”) of the transactions contemplated hereby shall occur on the date hereof following the satisfaction or waiver of all conditions precedent to Closing set forth in Section 7 hereof (the “ Closing Date ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cruz, 934 F.2d at 1245. Ms. Nguyen, faced with a reduction in grade, voluntarily decided to retire rather than appeal her reduction in grade. We therefore affirm the decision of the board dismissing her appeal for lack of jurisdiction. AFFIRMED. Costs No costs. 1 . Ms. Nguyen also filed an Equal Employment Opportunity (EEO) complaint with the agency, alleging that various agency actions, including her demotion, were the result of reprisal and discrimination based on race and national origin. On May 15, 2014, the agency issued its final decision finding no discrimination. The Board did not consider her discrimination claim because it found that it laclced jurisdiction over her involuntary retirement claim. See Cruz v. Dep’t of the Navy, 934 F.2d 1240, 1245-46 (Fed.Cir.1991) (en banc) (<HOLDING>). 2 . Ms. Nguyen alleges that she received Mr. Options: A. holding that taxpayer could not have presented substantive due process claim to the board of assessment review because of the limited jurisdiction of that board B. holding that the courts jurisdiction is limited to the appeal of final board decisions that are adverse to the claimant C. holding that when presented with a mixed case of constructive removal and discrimination the board only has authority to decide the discrimination issue if the board has jurisdiction over the alleged constructive adverse action D. holding the issue of use can be necessary to the adjudication by the board of adjustment of the underlying request for a variance when the issue is raised in the context of an issue the board of adjustment is required to decide E. holding that a nonfrivolous allegation of board jurisdiction is one which if true would establish a prima facie case that the board has jurisdiction over the matter at issue

assistant: The best answer is C. holding that when presented with a mixed case of constructive removal and discrimination the board only has authority to decide the discrimination issue if the board has jurisdiction over the alleged constructive adverse action