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: In the event there are any changes in the Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Board, to the extent necessary to preserve the benefit to the Outside Director contemplated hereby, to reflect such changes in (i) the aggregate number of shares of Stock subject to the Plan, (ii) the number of shares and the Award price per share of all shares of Stock subject to outstanding Awards, and (iii) such other provisions of the Plan as may be necessary and equitable to carry out the foregoing purposes, provided, however, that no such adjustment or change may be made to the extent that such adjustment or change will result in the dilution or enlargement of any rights of any Outside Director.

assistant: Adjustments
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: (1989). A reasonable attorneys fee should be “consistent with market rates and practices” in the community. Id. at 287, 109 S.Ct. 2463. Such a fee, of course, must include “reasonable out-of-pocket expenses of the kind normally charged to clients by attorneys.” Pinkham, 84 F.3d at 294-95 (characterizing the inclusion of charges for long distance telephone calls, facsimile transmissions, messenger services, and express mail as taxable costs under § 1920(4) as harmless error “because such costs were reasonable out-of-pocket expenses of the kind normally charged to clients by, attorneys, and thus should have been included as part of the reasonable attorneys fees awarded”) (citing WVUH, 499 U.S. at 87 n. 3, 111 S.Ct. 1138); Neufeld v. Searle Laboratories, 884 F.2d 335, 342 (8th Cir.1989). (<HOLDING>). Thus, even though plaintiffs improperly Options: A. holding that the district court abused its discretion by failing to award attorneys fees based on the objective unreasonableness of plaintiffs complaint B. holding that district court abused its discretion in refusing to include in its attorneys fees award the depositionrelated travel expenses incurred by prevailing plaintiffs counsel in an adea case C. holding that the district court abused its discretion by telling the jury about the right of a prevailing plaintiff to attorney fees under 42 usc 1988 D. recognizing that a court can exercise its discretion not to award costs to a prevailing party as long as the court states its reasons for refusing to permit the award E. holding that by choosing the words any actual expenses including attorneys fees incurred congress did not intend to remove the discretion of the district court to award fees in cases such as contingent fee or pro bono cases where the client has not actually incurred the obligation to pay her attorneys fees

assistant: The best answer is B. holding that district court abused its discretion in refusing to include in its attorneys fees award the depositionrelated travel expenses incurred by prevailing plaintiffs counsel in an adea case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, and shall cause Guarantor to, comply with all Legal Requirements applicable to it or its property (including, without limitation, the Mortgaged Property), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect.

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 case excerpt and choose the best holding from the options. Case excerpt: Amended Complaint, however, the Seeligs were compelled, for personal reasons, to withdraw as class representatives and from the litigation, in general. 2 . In their Reply Memorandum, Plaintiffs make clear that the area of contamination is a single, commingled groundwater plume that allegedly was caused by Defendants' combined volatile organic compound ("VOC”) spills. Therefore, throughout the remainder of this Opinion & Order, the Court will refer to the area of contamination underlying the proposed subclass (a) members' properties as the "commingled groundwater plume” or "commingled plume." 3 . The following facts are taken from Plaintiffs's Amended Complaint and are assumed true for purposes of deciding this Motion. Mayo v. Sears, Roebuck & Co., 148 F.R.D. 576, 579-80 (S.D.Ohio 1993) (<HOLDING>). 4 . According to the Ohio EPA, "Urbana is Options: A. recognizing the courts obligation to assume all factual allegations to be true and to draw all reasonable inferences in plaintiffs favor B. holding that courts must draw all justifiable inferences in the nonmoving partys favor and accept the nonmoving partys evidence as true C. holding that for purposes of a class certification motion the court must accept as true all factual allegations in the complaint and may draw reasonable inferences therefrom D. holding that the court need not accept as true unwarranted factual inferences E. holding court obligated to draw all reasonable inferences in plaintiffs favor

assistant: The best answer is C. holding that for purposes of a class certification motion the court must accept as true all factual allegations in the complaint and may draw reasonable inferences therefrom
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: (a) Each of PictureTel and Polycom shall (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time;

assistant: No
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: pre-removal “right” to apply for a 212(c) waiver, since such a right would only vest at the commencement of removal proceedings. More directly, Appel argues that under the analysis outlined in Landgraf v. USI Film Products, 511 U.S. 244, 114 S.Ct. 1483, 128 L.Ed.2d 229 (1994), and followed in I.N.S. v. St. Cyr, 533 U.S. 289, 121 S.Ct. 2271, 150 L.Ed.2d 347 (2001), the application of the IIRIRA’s 212(c) prohibition is impermissible. It is not. Appel was convicted by jury of the crimes leading to his removal proceedings. As this Court had determined before St. Cyr, and has reiterated thereafter, petitioners in Appel’s position are not entitled to relief from the application of the AED-PA/IIRIRA prohibitions on § 212(c) waivers. See Magana-Pizano v. INS, 200 F.3d 603, 614 (9th Cir.1999) (<HOLDING>); United States v. Herrera-Blanco, 232 F.3d Options: A. recognizing that aliens whose proceedings are commenced with a notice to appear on or after april 1 1997 are subject to removal proceedings under iirira while aliens whose proceedings were commenced with an order to show cause before april 1 1997 were subject to deportation proceedings under prior law B. holding that we have jurisdiction to review an aliens legal eligibility for relief under former ina 212c C. holding that aliens who pleaded not guilty and elected a jury trial are barred from seeking 212c relief D. holding that bars on 212c relief do not apply to aliens entering preaedpa nolo contendere or guilty pleas in reliance on 212c availability but that those bars do apply to aliens convicted through other means prior to the enactment of aedpa and whose proceedings commenced postaedpa E. holding that the relevant date is not when petitioner filed for 212c relief

assistant: The best answer is D. holding that bars on 212c relief do not apply to aliens entering preaedpa nolo contendere or guilty pleas in reliance on 212c availability but that those bars do apply to aliens convicted through other means prior to the enactment of aedpa and whose proceedings commenced postaedpa
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: be given effect, and there is no room for construction.” James v. Todd, 267 Ala. 495, 504, 103 So.2d 19, 27 (1957); State v. Bay Towing & Dredging Co., 264 Ala. 187, 189, 85 So.2d 890, 892 (1955). Justice See’s special concurrence is premised on the theory of the exclusivity of a remedy in contract and thus the unavailability of a remedy in tort. The special concurrence asserts that the Larkins have failed to plead any claims that indicate that the Orkin defendants owed them a duty. However, this Court has recognized liability of a person in tort for furnishing information for the guidance of others in their business transactions when that person can reasonably anticipate that a third party would rely on that information. See Fisher v. Comer Plantation, Inc., 772 So.2d 455 (Ala.2000) (<HOLDING>). Moreover, the analysis of the Larkins’ Options: A. holding that no direct contractual relationship is required between the alleged tortfeasor and the person who justifiably relies to his or her detriment on the alleged tortfeasors representations because under restatement second of torts section 533 1977 hereinafter restatement persons who fraudulently misrepresent the truth can be held liable to third parties if they have a reason to expect their misrepresentation will be communicated to third parties B. recognizing the adoption of the restatement second of torts 552 1977 in boykin v arthur andersen co 639 so2d 504 ala1994 and holding that a real estate appraiser had a duty to third parties that the appraiser intended to influence and to third parties that the appraiser knew his client intended to influence by means of the appraisal C. holding that the government had not produced evidence that the defendant intended to influence an official proceeding because the evidence showed only that he intended to influence the state civil proceedings that he had brought against his insurance agency D. holding that government must merely show that defendant knew that it was a bank that he intended to influence E. holding there is no duty to third parties on the part of a premises owner who could not have foreseen the criminal acts of third parties

assistant: The best answer is B. recognizing the adoption of the restatement second of torts 552 1977 in boykin v arthur andersen co 639 so2d 504 ala1994 and holding that a real estate appraiser had a duty to third parties that the appraiser intended to influence and to third parties that the appraiser knew his client intended to influence by means of the appraisal
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: Distributor may not transfer or assign its rights or obligations (including sub-distributor rights) under this Agreement without the prior written consent of Capnia; provided, however, that Distributor shall have the right to appoint sub distributors for the distribution of Products in the Territory in accordance with Section 2.1. Subject to the foregoing sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Successors of Capnia shall include any party which acquires Capnia or into which Capnia merges.

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: This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

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 Contractor agrees that his obligations under Sections 7, 8 and 9 shall survive termination of this Agreement. The Contractor agrees that any breach of obligations under Sections 7, 8 or 9 would cause significant and irreparable harm to the Company, which may be difficult to measure with certainty or to compensate through money damages. The Contractor acknowledges that the Company shall be entitled, without proof of irreparable harm and without waiving any other right or remedy available to it, to such injunctive and equitable relief as may be deemed proper by a court of competent jurisdiction.

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: agreement documents, which were outside the scope of her complaint, without treating State Chemical's motion as a Rule 56 motion for summary judgment. However, State Chemical’s motion was not based on Rule 12(b)(6) or Rule 12(c), which might have triggered this requirement, but rather was made pursuant to the FAA, 9 U.S.C. § 4. Also, although Soto claims she put material facts into dispute, "a party cannot avoid compelled arbitration by generally denying the facts upon which the right to arbitration rests; the party must identify specific evidence in the record demonstrating a material factual dispute for trial.” Tinder v. Pinkerton Sec., 305 F.3d 728, 735 (7th Cir.2002). Soto's only evidence, her unsworn declaration, did not raise a genuine issue of material fact. Cf. id. 736 (<HOLDING>). 3 . The Arthur Young decision did not specify Options: A. recognizing that in reviewing ruling on motion to compel arbitration we first determine whether party seeking arbitration established existence of arbitration agreement B. holding that employees affidavit that she never saw arbitration program documents did not raise triable issue of fact as to existence of agreement to arbitrate that would preclude compelled arbitration C. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration D. holding that a party who has not expressly or implicitly agreed to be bound by an arbitration agreement cannot be compelled to arbitrate E. holding that a party seeking to compel arbitration must establish the existence of an arbitration agreement and show that the claims raised fall within the scope of that agreement

assistant: The best answer is B. holding that employees affidavit that she never saw arbitration program documents did not raise triable issue of fact as to existence of agreement to arbitrate that would preclude compelled arbitration
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, the Seller agrees to sell the Shares of Common Stock for an aggregate purchase price of Twenty Thousand Dollars ($20,000.00) (the “Purchase Price”), Mr. Henry beneficially owns 35,000,000 shares of Common Stock. This is a private transaction between the Seller and Buyer.

assistant: Sales
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 have his claim adjudicated in accordance with the VBA Letter duty to request SMRs and VA medical records, notwithstanding that that Letter was dated in August 1999, subsequent to the December 1997 BVA decision on appeal. See Karnas v. Derwinski, 1 Vet.App. 308, 313 (1991) (“where the law or regulation changes after a claim has been filed or reopened but before the administrative or judicial appeal process has been concluded, the version most favorable to the appellant should apply unless Congress provided otherwise or permitted the [Secretary] to do otherwise and the Secretary did so”); see also Dippel, 12 Vet.App. at 473 (“the Court has applied Kamas to process-oriented administrative issuances that are binding on the Board” (citing Bernard v. Brown, 4 Vet.App. 384, 393-94 (1993) (<HOLDING>)). “[T]he Court has repeatedly applied Kamas to Options: A. recognizing a divergence of opinion regarding the retroactive application of mennonite B. holding that any inherent power to remand to the bia for the consideration of additional evidence should not be exercised where i the basis for the remand is an instruction to consider documentary evidence that was not in the record before the bia and ii the agency regulations set forth procedures to reopen a case before the bia for the taking of additional evidence C. holding that the court will not remand if i the basis for the remand is an instruction to consider documentary evidence that was not in the record before the bia and ii the agency regulations set forth procedures to reopen a case before the bia for the taking of additional evidence D. holding that remand required for application of va gen coun prec opinion 1692 regarding bva procedures which was issued before appeal process was completed E. holding that the boards order to remand a claim to a va regional office that neither denied nor granted relief is not reviewable on appeal

assistant: The best answer is D. holding that remand required for application of va gen coun prec opinion 1692 regarding bva procedures which was issued before appeal process was completed
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: Truth be told, the principles are now the same for cases involving relief from a default. There is not a single case since the adoption of rule 1.500 holding that an order vacating a default after final judgment would be affirmed even though it would have been reversed if the issue had reached the appellate court before the final judgment had been entered. Moreover there is no reason for such a double standard of review. If a trial judge has grossly abused judicial discretion in vacating a default before judgment, surely the effects of that abuse would persist into the entry of a consequent final judgment. I also disagree with the two-tiered standard of review that this court has recently added to review on this subject. See George v. Radcliffe, 753 So.2d 573 (Fla. 4th DCA 2000) (<HOLDING>). We explained our rationale thus: “That Options: A. holding that orders remanding an action to a federal agency are generally not considered final appealable orders B. holding that remand orders are also appealable orders under 28 usc 1291 C. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders D. holding that there are two standards in review of orders on motions to vacate defaults simple abuse of discretion for orders denying relief and gross abuse of discretion for orders granting relief E. recognizing that orders denying motions to reopen are treated as final orders of removal

assistant: The best answer is D. holding that there are two standards in review of orders on motions to vacate defaults simple abuse of discretion for orders denying relief and gross abuse of discretion for orders granting relief
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: [¶ 41.] First, the majority’s rationale for not considering Kessler’s “lies,” supra ¶ 17, is at odds with our settled law on intent to defraud in loan transactions. Despite the lies Kessler used to obtain the advances, the majority finds no evidence of intent to defraud because “[t]here is no evidence that at the time defendant obtained the draws from the Hemmers that he deceived them into believing he would repay the loan, when in fact he had no such intent.” Id. This Court, however, when interpreting SDCL 22-30A-3 (including its broader historical origin in the common law of larceny by false pretenses), adopted the law that “intent to repay the loan” is irrelevant when misrepresentations are used to obtain loan advances. State v. Phair, 2004 SD 88, ¶ 7, 684 N.W.2d 660, 662-63 (<HOLDING>). This Court explained that “[t]he gravamen of Options: A. holding that case by case employment of the dutyrisk analysis is the appropriate standard in this state for determining legal responsibilities for negligent misrepresentations B. holding that in a case involving misrepresentations in violation of securities and exchange commission rule 10b5 under the circumstances of this case involving primarily a failure to disclose positive proof of reliance is not a prerequisite to recovery C. holding evidence of repayment was irrelevant in case involving title misrepresentations to obtain loans D. holding title vii analysis applies in ada case E. holding in a case involving a professional services corporation that a court should not treat either the individuals title or the entity form as determinative

assistant: The best answer is C. holding evidence of repayment was irrelevant in case involving title misrepresentations to obtain loans
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: by declaring such activities as “mining,” “production,” “manufacturing,” and union membership to be outside the definition of “commerce” and by limiting application of the effects test to “direct” rather than “indirect” commercial consequences. See, e. g., United States v. E. C. Knight Co., 156 U. S. 1 (1895) (narrowly construing the Sherman Antitrust Act in light of the distinction between “commerce” and “manufacture”); In re Heff, 197 U. S. 488, 505-506 (1905) (stating that Congress could not regulate the intrastate sale of liquor); The Employers’ Liability Cases, 207 U. S. 463, 495-496 (1908) (invalidating law governing tort liability for common carriers operating in interstate commerce because the effects on commerce were indirect); Adair v. United States, 208 U. S. 161 (1908) (<HOLDING>); Hammer v. Dagenhart, 247 U. S. 251 (1918) Options: A. recognizing that union members interests are adequately represented by the union B. holding that a religious foundation is an enterprise engaged in commerce or in the production of goods for commerce within the meaning of the fair labor standards act C. holding that labor union membership fell outside commerce D. holding that application of fair labor standards act flsa to transportation employees employed by local government does not contravene the commerce clause because labor conditions of those employees affect interstate commerce E. holding that a law forbidding solicitation of union membership without obtaining an organizers card infringed on the right of speech and assembly to inform people of the advantages of union membership and persuade them to join a specific union

assistant: The best answer is C. holding that labor union membership fell outside commerce
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: With respect to a Participant, a “change in ownership,” a “change in effective control,” or a “change in the ownership of substantial assets” of a corporation as described in Treasury Regulations Section 1.409A-3(i)(5) (which events are collectively referred to herein as “Change in Control events”). Notwithstanding any provision herein to the contrary, to qualify as a Change in Control, the occurrence of the Change in Control event must be objectively determinable and any requirement that any person, such as the Committee, certify the occurrence of a Change in Control event must be strictly ministerial and not involve any discretionary authority. To constitute a Change in Control with respect to a Participant, the Change in Control event must relate to (i) the corporation for which the Participant is performing services at the time of the Change in Control; (ii) the corporation that is liable for the payment of the deferred compensation; or (iii) a corporation that is a majority shareholder of a corporation identified in subparagraph (i) or (ii) above, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in subparagraph (i) or (ii) above.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: affirmed. 1 . G.R. Porter & Sons was named as a defendant in this case, but the trial court granted its unopposed motion to dismiss it from the case prior to trial. 2 . We do not reach the parties’ arguments regarding the trial court’s interpretation of their stipulations at trial because, on the facts of this case, County Forest and Porter are jointly and severally liable as a matter of law. 3 . We acknowledge a line of cases holding that materiality is a question of fact. See, e.g., Am. Ins. Co. v. El Paso Pipe & Supply Co., 978 F.2d 1185, 1189-192 (10th Cir.1992) (remanding the case for a trial court to determine, as a matter of fact, whether the addition of an attorney fees clause was material); Comark Merch., Inc. v. Highland Grp., Inc., 932 F.2d 1196, 1202-03 (7th Cir.1991) (<HOLDING>). We decline to follow this reasoning in Options: A. holding that the trial court did not err by granting defendants motion for summary judgment B. holding that a trial court did not clearly err in finding that an attorney fees clause materially altered a contract C. holding that superior court did not clearly err in finding that the parent had not remedied the problematic conduct D. holding that trial court did not err E. holding that the district court to not clearly err in finding that a distance of 100 feet is within the curtilage

assistant: The best answer is B. holding that a trial court did not clearly err in finding that an attorney fees clause materially altered a contract
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 foregoing Recitals are true and correct and are incorporated herein by this reference. Capitalized terms used but not defined herein shall have the respective meanings described to such terms in the Amended and Restated Loan Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or in privity with a party in the first action.” Id. at 802 (emphasis in original). The second requirement need not detain us. Fullerton pled guilty to a violation of Tex. Penal Code § 19.02. By entering this plea, he admitted that he intended to kill his victims or at least knew that his actions would cause their deaths. In other words, his convictions were valid because he admitted that the deaths were not accidents. The convictions are inconsistent both with the Buckners’ suggestion that Fullerton’s delusions made the shootings acts of self-defense and with their contention that he was legally insane during the incident. If the criminal proceedings decided anything, it was that the shootings were not “occurrences.” See Dinnery v. State, 592 S.W.2d 343, 352-54 (Tex.Crim.App.1979) (<HOLDING>). The first and third requisites for issue Options: A. holding it is fundamental error to convict a defendant of crime not charged and which is not a lesser included offense of the charged crime B. holding that possession of a weapon is not in an of itself a crime C. holding that a brady violation is waived by guilty plea D. holding that a judicial confession in a guilty plea is itself sufficient evidence to support the crime charged E. holding that a defendants guilty plea was unconditional where the guilty plea was not in writing and the government did not consent to it being conditional

assistant: The best answer is D. holding that a judicial confession in a guilty plea is itself sufficient evidence to support the crime charged
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 covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15 , 2.16 , 2.17 and 9.04 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

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: Neither party hereto may assign or delegate this Agreement or any of its rights and obligations hereunder without the written consent of the other party hereto, provided, however, that the Employer may assign this Agreement to any successor the Bank or to the purchaser of all or substantially all of the Bank’s assets without the consent of the Employee.

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 (i) audited Consolidated financial statements of the Parent for the fiscal year of the Parent ended September 30, 2017 and (ii) the Consolidated financial statements of the Parent for the fiscal quarter of the Parent ended June 30, 2018, in each case, furnished to the Administrative Agent and the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the date of such financial statements and the results of their operations for the period then ending, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. Since September 30, 2017, there has been no material change in any Company’s accounting procedures. Since the delivery to the Administrative Agent, for the benefit of the Lenders, pursuant to Section 5.03(b) hereof, of the most recently audited financial statements of the Parent, there has been no material adverse change in the Companies’ financial condition, properties or business, taken as a whole.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower covenants and agrees that it will use the proceeds of the Term B-1 Loans to refinance the aggregate principal amount of Initial Term Loans outstanding on the First Amendment Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic methods of transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: exchange for a share of the calf crop pursuant to the share agreement. Therefore, we agree with the district court that the evidence in this case conclusively rebuts the presumption of ownership created by the presence of Nick Harris’s brands on the cattle. 2. The Effect of Multiple Brands An additional factor compelling the conclusion that the re-branding in this case did not effect a change of ownership is that conflicting inferences arise from the multiple brands on the cows at issue. This is particularly so given the freshness of Nick Harris’s brand. Older case law from western cattle-raising states, largely involving cattle rustling, suggests that the last brand is not automatically dispositive of ownership. See, e.g., Coomes v. Drinkwalter, 181 Neb. 450, 149 N.W.2d 60, 64 (1967) (<HOLDING>); State v. Moss, 95 Or. 616, 188 P. 702, 706 Options: A. holding that in cases of multiple brands it is prima facie evidence of ownership in the older brand B. holding that although a jury instruction that included the phrase prima facie case and referred to defendants burden of production created a distinct risk of confusing the jury in certain instances it would be appropriate to instruct the jury on the elements of a prima facie case C. holding the plaintiff satisfies the burden of a prima facie case by a preponderance of the evidence D. holding that a prima facie case is subject to independent review E. recognizing that a plaintiffs burden in establishing a prima facie case is not onerous

assistant: The best answer is A. holding that in cases of multiple brands it is prima facie evidence of ownership in the older brand
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 disclosure furnished by or on behalf of the Company to the Investor in this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: appeals therefore erred in reversing the judgments of conviction. Ill Kruse, in his answer brief in this court, also argues for the first time that his rights under the Fifth and Sixth Amendments to the United States Constitution were violated because he was not given a Miranda warning by Ortiz and was not advised that he had the right to consult with an attorney before, making a statement. Kruse did not raise the constitutional claims in the district court or in the court of appeals. Kruse also failed to file a cross-petition for certiorari from the court of appeals or to even respond to the prosecution’s petition for certiorari. Kruse’s constitutional arguments are not properly before us for review on certiorari. See Vigoda v. Denver Urban Renewal Auth., 646 P.2d 900, 907 (Colo.1982) (<HOLDING>); Sherman Agency v. Carey, 195 Colo. 277, 280, Options: A. holding that an issue not raised in the trial court cannot be raised for the first time on appeal B. holding that issue raised only in answer brief cannot be said to be fairly within issues raised by petition for certiorari C. holding that issues not raised before the trial court cannot be raised on appeal D. holding that issues not raised in the trial court may not be raised later on appeal E. holding issues not raised in appellate brief are waived

assistant: The best answer is B. holding that issue raised only in answer brief cannot be said to be fairly within issues raised by petition for certiorari
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Party shall assign this Agreement or the rights and obligations hereunder, by operation of Law or otherwise, other than to its Affiliate, without the prior written consent of the other Party; provided , however , that no assignment to (A) any Affiliate other than the entity or entities that owns or own the GE steam power business or any other entity that is guaranteed by such entity or (B) a non-Affiliate, in either case, shall release either Party from any liability or obligation under this Agreement. Any attempted assignment in violation of this Section 11.07 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns.

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: All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing, and delivered in person or sent by either United States certified mail, return receipt requested, postage prepaid or by Federal Express or other nationally recognized overnight delivery service. Notices and demands to Tenant shall be addressed to it at the address set forth above or to such other place as Tenant may from time to time designate in a written notice to Landlord. Notices and demands to Landlord shall be addressed to it at the address set forth above, or to such other firm or to such other place as Landlord may from time to time designate in a written notice to Tenant.

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 Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and invoiced out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent.

assistant: Expenses
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 OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS), EXCEPT THAT WITH RESPECT TO ANY COLLATERAL, EACH SECURITY DOCUMENT OR OTHER DOCUMENT SHALL BE GOVERNED BY OTHER LAWS TO THE EXTENT PROVIDED THEREIN.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Agreement, each Borrower effective on the date hereof hereby waives, releases and forever discharges the Administrative Agent, the Lenders, Affiliates of the Lenders and each of their respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act in connection with the Credit Agreement and the other Loan Documents on or prior to the date hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: compensation court imposed this consequence by taking into account Martinez’ prior lifting restriction to reduce his current loss of earning capacity despite the fact that no evidence supports a finding that Martinez’ prior injury was in fact a previously compensated one that caused permanent partial disability and a loss of earning capacity. In fact, it is quite likely that Martinez was not compensated for a prior loss of earning capacity, because Martinez’ prior injury, to his shoulder, would be a scheduled member injury under Nebraska’s workers’ compensation statutes. Any loss of earning capacity sustained from a permanent partial disability is irrelevant for the purpose of compensating scheduled member injuries. See Rodriguez v. Monfort, Inc., 262 Neb. 800, 635 N.W.2d 439 (2001) (<HOLDING>). The compensation court apportioned Martinez’ Options: A. holding first that injuries sustained during contact sports were foreseeable then deciding that public policy insulated the defendant from liability for those injuries B. holding that liability insurance covered the injuries sustained when claimant exited car and was struck by a live wire since the claimant was still occupying the vehicle C. holding um policy provider was the proper source of loss benefits for injuries sustained when claimants car was struck while he was seated in his car with his left foot still on the ground D. holding that injuries covered by the act are not limited to external traumatic injuries E. holding that because claimants injuries were scheduled member injuries and not injury to his body as a whole any loss of earning capacity claimant may have sustained was irrelevant

assistant: The best answer is E. holding that because claimants injuries were scheduled member injuries and not injury to his body as a whole any loss of earning capacity claimant may have sustained was irrelevant
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) As of the Effective Date, the Borrower has no other Subsidiaries other than those listed in Schedule 3.13(a) . All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and all Equity Interests owned by the Borrower are owned free and clear of all Liens except those, if any, created under the Security Documents and Liens permitted by Section 6.01 . As of the Effective Date, Schedule 3.13(b) (a) sets forth the name and jurisdiction of each such Subsidiary and (b) sets forth the ownership interest of the Borrower and any other Subsidiary in each such Subsidiary, including the percentage of such ownership; provided that the Borrower hereby represents that it owns, directly, 100% of the Equity Interests of PSE.

assistant: Subsidiaries