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: what sort of conduct “offend[s] the most fundamental moral values of society” a comparative approach must be used: namely, we must “compare a crime’s depravity with that of crimes we have previously determined to be base, vile and depraved — crimes such as murder, rape, and incest.” Id. at 1074-75. It likewise noted that assault with a deadly weapon was not a crime involving moral turpitude. Id. at 1074. Throughout the en banc panel’s effort to delimit the boundaries of crimes involving moral turpitude, the majority and the concurrence stated three times that the offense of assault with a deadly weapon is not a crime involving moral turpitude. See, e.g., id. at 1072 (“No court has ever found possession of a weapon to be a crime involving moral turpitude. Cf. Carr, 86 F.3d at 950-51 (<HOLDING>)”); id. at 1073 (“We have held that neither Options: A. holding that robbery under california law categorically qualified as a crime involving moral turpitude and noting precedent in this and other circuits that theft crimes are crimes involving moral turpitude B. holding that an intentional battery that involves the use of a deadly weapon constitutes a crime of moral turpitude C. holding that new yorks reckless conduct statute establishes a crime involving moral turpitude D. holding that assault with a deadly weapon was not a crime involving moral turpitude E. holding that missouris reckless conduct statute establishes a crime involving moral turpitude

assistant: The best answer is D. holding that assault with a deadly weapon was not a crime involving moral turpitude
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 Bank shall provide the Company with a written notice specifying the nature of any Bank Event of Default, or any event which, with the giving of notice or passage of time or both, would constitute a Bank Event of Default, or any development or other information which is likely to have a Bank Material Adverse Effect. Notice pursuant to this Section 11.5(b) relating to Bank Events of Default shall be provided within two (2) Business Days after the Bank has Knowledge of the existence of such default. Notices relating to all other events or developments described in this Section 11.5(b) shall be provided promptly after the Bank obtains Knowledge of the existence of such event or development.

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: Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting the transactions herein.

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 legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing and subject to Section 5 below, upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he or she is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate) on or after a Change in Control but prior to the second anniversary of such Change in Control, subject to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company, any Option Installment that is not exercisable at the time of such Termination of Employment shall vest and become exercisable, and the entire then exercisable portion of the Option shall be exercisable during the period (1) beginning on the date of such Termination of Employment and (2) ending on the earlier of (I) the third anniversary of such Termination of Employment or (II) the Expiration Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Company will, and will cause each Subsidiary to, use the proceeds of all Credit Extensions, to refinance existing Indebtedness, for working capital or general corporate purposes. None of the proceeds of any of the Advances made under this Agreement will be used, whether directly or indirectly, in violation of any applicable law or regulation, including without limitation Regulations T, U or X, or to purchase or carry any Margin Stock.

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: As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date and the incurrence of Indebtedness and obligations on the Closing Date in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, does not exceed the fair value of the assets of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis; (ii) the present fair saleable value of the assets of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, on their debts as they become absolute and matured; (iii) the capital of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to the business of the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, contemplated as of the Closing Date; and (iv) the Top Borrower and its Restricted Subsidiaries, on a consolidated basis, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the term of this Agreement and for [***] thereafter, Institution shall maintain insurance with a reputable insurance provider in the amount of [***] dollars per occurrence/[***] dollars in the aggregate with a [***] dollar umbrella, to cover its indemnification obligations hereunder. Upon Company’s request, Institution shall provide to Company a certificate of insurance showing that such insurance is in place. Institution shall not cancel or amend its insurance policies without Company’s prior consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Tenzing Global, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that Tenzing Global, on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives, agents or representatives or about the Company’s or its subsidiaries’ business affairs and/or financial condition. Executive understands and agrees that Executive’s commitment not to defame, disparage, or impugn Company’s reputation constitutes a willing and voluntary waiver of Executive’s rights under the First Amendment of the United States Constitution and other laws. However, these non-disparagement obligations, do not limit Executive’s ability to truthfully communicate with the EEOC, DOL, NLRB and comparable state or local agencies or departments whether such communication is initiated by Executive or in response to the government.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER IRREVOCABLY AND UNCONDITIONALLY agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, the l/c Issuer, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: deciding whether appellant was intoxicated. See Johnson, 23 S.W.3d at 8; Speer, 890 S.W.2d at 90. The record reflects that, although Officer Green agreed that he did not know whether “it was him being normal or him being intoxicated,” because he had no prior contact with appellant, the officer refused to go so far as to agree that appellant could have been either “intoxicated” or “normal.” No law, however, requires that an officer have prior contact with a defendant. Prior knowledge of the defendant’s normal state is not a prerequisite to testimony by an officer that he believed that the defendant was intoxicated. See Railsback v. State, 95 S.W.3d 473, 484 (Tex.App.-Houston [1st Dist.] 2002, pet. ref'd); see also Massie v. State, 744 S.W.2d 314, 316 (Tex.App.-Dallas 1988, pet. ref'd) (<HOLDING>). Finally, the question whether station-house Options: A. holding that where a patient is in possession of his faculties and in such physical health as to be able to consult about his condition and where no emergency exists making it impracticable to confer with him his consent is a prerequisite to a surgical operation by his physician B. holding that the question presented is whether he adduced sufficient evidence from which a factfinder reasonably could conclude that the nature and severity of his injury significantly restricted his ability to walk as compared with an average person in the general population C. holding that where the appellant remained at the scene rendered aid and gave his name to the police the evidence was insufficient to convict him under section 3742 even though the appellant initially lied about his involvement in the accident D. holding that if evidence exists that appellant could not use his faculties on the occasion in question in the manner in which the normal nonintoxicated person would be able to use his faculties the evidence is sufficient to convict E. holding that the amendment was a use regulation which was in effect a condition on the use of property in the affected zone

assistant: The best answer is D. holding that if evidence exists that appellant could not use his faculties on the occasion in question in the manner in which the normal nonintoxicated person would be able to use his faculties the evidence is sufficient to convict
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 between the parties and supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement, with the exception of the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement by and between the Company and Executive. Notwithstanding the foregoing, the parties to this Agreement acknowledge that stock options and other equity awards may be granted by the Company to Executive under and pursuant to the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan and any amendments thereto, as well as any additional plans, and the award agreements related to such plans.

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: Judge. Ramond L. Walker, Jr., challenges the ord computer printout, that Walker was arrested on May 14, 2005, and was entitled to 1379 days of credit on count one. Thus, the court awarded him an additional 3 days’ credit on that count. However, Walker correctly alleged that he is entitled to 1380 days’ credit on that count. The relevant portion of the trial transcript shows that he was arrested on the two robberies shortly after 11:00 p.m., on May 13, 2005. The State does not dispute this information. Thus, Walker is entitled to jail credit for that day because he was in actual custody. See Bronk v. State, 25 So.3d 701, 703 (Fla. 2d DCA 2010) (<HOLDING>). On remand, the postconviction court shall Options: A. holding that a rule 3800a motion that does not allege that the court records show the defendants entitlement to additional jail credit is facially insufficient B. holding that a trial court may not rescind jail credit previously awarded even if the initial award was improper C. holding that jail credit may be granted for presentence custodial period spent under a civil commitment order at state security hospital and observing that denying credit for time relating to probationary conditions is not inconsistent with that holding D. holding that the statutory entitlement to presentence jail credit starts with the initial arrest for a criminal offense E. recognizing statutory credit

assistant: The best answer is D. holding that the statutory entitlement to presentence jail credit starts with the initial arrest for a criminal offense
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: Such Transferor will not change its (i) jurisdiction of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC), unless it shall have: (i) given the Buyer (and the Administrative Agent, as its assignee) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to the Administrative Agent (as Buyer’s assignee) all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

assistant: Records
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: 11 or [2] if it is a proceeding, that by its nature, could arise only in the context of a bankruptcy case.” * * * Non-core proceedings include the broader universe of all proceedings that are not core proceedings but are nevertheless “related to” a bankruptcy case. Id. at 836 (internal citations omitted). The Bankruptcy Court concluded that Appellant’s claim met the requirements of Section 157(b)(2)(B), but the Court disagrees. Appellant’s claim is a pre-petition, state law, employment contract claim. Appellant did not file proofs of claim in this matter until after this appeal, and therefore, the Court concludes that Section 157(b)(2)(B) was not implicated at the time the Bankruptcy Court issued its decision. In re S.G. Phillips Constructors, Inc., 45 F.3d 702, 704, 707 (2d Cir.1995) (<HOLDING>); see also In re G.I. Indus., Inc., 204 F.3d Options: A. holding that the state law contract claim alleged the same conduct as in the erisa claim and was therefore preempted B. recognizing that filing of proof of claim triggers section 157b2b and transforms prepetition contract claim arising under state law into core matter C. holding that when a creditor files a proof of claim the bankruptcy court has core jurisdiction to determine that claim even if it was a prepetition contract claim arising under state law D. holding that because creditor did not file a proof of claim on a prepetition contract matter the peculiar powers of the bankruptcy court had not been invoked E. holding that defendant had qualified immunity under section 19853 claim where underlying claim failed as a matter of law

assistant: The best answer is B. recognizing that filing of proof of claim triggers section 157b2b and transforms prepetition contract claim arising under state law into core matter
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: measures had made changes to both initiatives after the review and comment hearing that were substantive and not in direct response to questions or comments posed by the legislative council at that hearing. During the colloquy regarding Initiative 2011-2012 No. 94, a Board member asked Mr. Staelin, the one designated representative who was present at the meeting, whether a particular change was made in response to a question at the review and comment hearing. Mr. Staelin responded, "You know, frankly, I don't think I can answer that." During the Board's discussion of Initiative 2011-2012 No. 95, neither designated representative was present. This proved problematic, because the Board was left to speculate about whether changes the proponents made to that init P.2d 937, 942 (Colo.1992) (<HOLDING>). 1 28 However, the General Assembly's Options: A. holding that the plaintiff filed suit within the statute of limitations even though he could not prove the time at which he mailed his petition B. holding that the boards statement of reasons or bases must be adequate to enable a claimant to understand the precise basis for the boards decision as well as to facilitate review in this court C. holding that proponents designation of only one person to whom all notices or information would be mailed instead of two did not deprive title board of authority to fix the title D. holding that listing of five proponents where the statute required that the proponents designate two persons to whom all notices or information concerning the petition would be mailed did not affect the boards authority to act E. holding that the failure to properly caption and verify a petition did not affect the substantial rights of the parties

assistant: The best answer is D. holding that listing of five proponents where the statute required that the proponents designate two persons to whom all notices or information concerning the petition would be mailed did not affect the boards authority to act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications given to any party hereto pursuant to this Agreement shall be in writing and shall be hand delivered, or sent either by (a) certified mail, postage prepaid, return receipt requested; (b) an overnight express courier service that provides written confirmation of delivery; (c) facsimile or other electronic transmission with written confirmation by the sending machine or with telephone or e-mail confirmation of receipt.

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 case excerpt and choose the best holding from the options. Case excerpt: where the case is pending.”); Wheeling-Pittsburgh Steel Corp. v. Blue Cross & Blue Shield of W. Va., Inc. (In re Wheeling-Pittsburgh Steel Corp.), 108 B.R. 82, 85 (Bankr.W.D.Pa.1989) ("Public policy and inconvenience require us to deny enforcement of Blue Cross’s forum selection clause.”); Banque Prancaise du Commerce Exterieur v. Rio Grande Trading, Inc., 17 B.R. 134 (Bankr. S.D.Tex.1981) (“It would be contrary to the theme of the Bankruptcy Reform Act to permit parties by agreement to defeat the jurisdiction of the court.... [Circumstances could exist under which the bankruptcy court will enforce such a clause and abstain from hearing a case, but not here.”); see also Ellwood City Iron & Wire Co. v. Flakt, Inc. (In re Ellwood City Iron & Wire Co.), 59 B.R. 53, 55 (Bankr.W.D.Pa.1986) (<HOLDING>), 22 . See, e.g., Matter of Pease, 195 B.R. Options: A. recognizing heightened importance of bankruptcy forum after passage of bankruptcy amendments and federal judgeship act of 1984 B. holding the broad jurisdictional grant given the bankruptcy courts under the 1978 bankruptcy act unconstitutional C. holding that an attorney licensed in texas and admitted to practice before a federal bankruptcy court in michigan was authorized to practice federal bankruptcy law in michigan even though he was not licensed in michigan because the bankruptcy courts rules permitted the attorney not only to appear before the bankruptcy court but also to counsel clients in bankruptcy actions or proceedings D. holding that bankruptcy court has discretion to retain jurisdiction over related case after dismissal of the underlying bankruptcy case E. holding that the bankruptcy court lacked subject matter jurisdiction over counterclaims asserted by the bankruptcy estate against a creditor where the claim is a state law action independent of the federal bankruptcy law and not necessarily resolvable by a ruling on the creditors proof of claim in the bankruptcy emphasis added

assistant: The best answer is A. recognizing heightened importance of bankruptcy forum after passage of bankruptcy amendments and federal judgeship act of 1984
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 parties hereto acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy and, accordingly, the parties hereto agree that in addition to any other remedies, each party hereto will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company hereby agrees to pay to Executive an annualized base salary of [ ($ )] (the “ Salary ”), subject to all applicable Federal, state and local income and employment taxes and other required or elected withholdings and deductions, payable in equal installments on the Company’s regularly-scheduled paydays as it is earned. Executive’s Salary will be reviewed at least annually by the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors of the Company (the “ Board ”) and, when appropriate as determined in the Compensation Committee’s discretion, may be adjusted (in which case such adjusted amount shall be the “Salary” hereunder).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( iv ) other than for the enabled countries and enabled versions , skype does not provide limited emergency calling in any country or for or in conjunction with any products or using any platforms , devices , services or operating systems ( including any products , platforms , devices , services or operating systems developed by third parties using skype 's apis , any of skype 's software development kits or otherwise ) .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that all disputes arising under or in connection with this Agreement, and any and all claims by you relating to your employment with the Company, including any claims of discrimination or other employment-related claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act or any other employment-related Federal, state or local law, shall be submitted to arbitration before the American Arbitration Association (“AAA”) under its rules then prevailing for the type of claim in issue before one arbitrator and to be held at the AAA’s office located in Somerset County of New Jersey. In any arbitration hereunder, the arbitrator shall have the power to issue appropriate injunctive or other non-monetary relief, and award appropriate compensatory damages. The parties agree that no damages other than compensatory damages shall be sought or claimed by either party and each party waives any claim, right or entitlement to punitive, exemplary or consequential damages, or any other damages, and each relevant arbitrator is specifically divested of any power to award any damages in the nature of punitive, exemplary or consequential damages, or any other damages of any kind or nature in excess of compensatory damages. Nothing in this arbitration provision shall preclude, and the parties expressly acknowledge that either party may seek, temporary injunctive relief from any Federal or state court located within Somerset County of New Jersey in connection with or as supplement to an arbitration hereunder, including regarding any claim under Section 4 of this Agreement. For purposes of any such action or proceeding, the parties each hereby specifically submit to the personal jurisdiction of any Federal or state court located within Somerset County of New Jersey and further agree that service of process may be made within or without the State of New Jersey by giving notice in the manner provided in Section 6.5 of this Agreement.

assistant: 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: (a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection with the operation of the Company or the performance of any obligation, or the exercise of any rights, under the LLC Agreement or any Related Agreement), including by its Affiliates (the "DISCLOSING PARTY"), or the agents, employees, authorized representatives or nominees thereof (such persons being referred to collectively as the REPRESENTATIVES") to the other Party including its Affiliates (the "RECEIVING PARTY") (or the Representatives of the Receiving Party) including, but not limited to, information regarding: products and services planning, marketing strategies, strategic and business plans, finance, operations, customer relationships, customer profiles, sales estimates and internal performance results relating to the past, present or future business activities of the Disclosing Party and its owners, customers, clients and suppliers; Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall: (a) limit access to any Confidential Information received by it solely to its Representatives who have a need to know such in connection with any current or future negotiations or arrangements between the Receiving Party and the Disclosing Party, including, without limitation in connection with the membership of the Investor in the Company and any commercial arrangements between the Investor and the Company and only for use in connection therewith.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: entering into a contract. 16 . The 1998 amendment to section 71.288 added “size” as an additional subject that could be more restrictively regulated by municipalities, and deleted reference to the need for a city engineer or similar official to be a participant in the process. 17 . Because proposition that a municipality can “substantially comply” with the requirement imposed by section 432.070 that contracts not exceed the scope of the municipality's powers. Cases in Missouri which specifically address and apply the doctrine of substantial compliance to the requirements described in section 432.070 do so almost universally with respect to the authorization and writing requirement. See, e.g., Pub. Water Supply Dist. No. 16 v. City of Buckner, 44 S.W.3d 860, 864-65 (Mo. App. W.D. 2001) (<HOLDING>). The statutory requirement described in Options: A. holding that absence of minutes did not render agreement entered into by public water district invalid as a matter of law as compliance with section 432070s re quirements regarding municipal entitys execution of a contract can be substantial rather than complete B. holding that it may be decided as a matter of law C. holding that as a matter of contract no party can be forced to arbitrate unless that party has entered into an agreement to do so D. holding that substantial compliance with notice is sufficient E. holding that standard of review is a matter of procedural rather than substantive law

assistant: The best answer is A. holding that absence of minutes did not render agreement entered into by public water district invalid as a matter of law as compliance with section 432070s re quirements regarding municipal entitys execution of a contract can be substantial rather than complete
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: considering the one erroneous reference to him in Williams’s hearsay. C. Claims Based on Timing of Disclosure of Witnesses and Impeachment Material (Hughes) Hughes claims that his right to present a defense was infringed by the denial of his motion for discovery of the government’s witness list, or, as he styles it, the “anonymous witness procedure.” Since he did not know whom the government was planning to call to testify, the argument goes, he was less able to cross-examine witnesses, develop inconsistencies in their testimony, and, further down the road, impeach them. The constitutional right to cross examine has never been held to encompass a right to pretrial disclosure of prosecution witnesses. See Weatherford v. Bursey, 429 U.S. 545, 559, 97 S.Ct. 837, 845, 51 L.Ed.2d 30 (1977) (<HOLDING>); United States v. Bolden, 514 F.2d 1301, 1312 Options: A. holding the right to counsel extends to preliminary hearing where defendant enters a plea and such idea is put into evidence at subsequent trial white v maryland 373 us 59 83 sct 1050 10 led2d 193 to be retroactive B. holding that brady v maryland 373 us 83 83 sct 1194 10 led2d 215 1963 creates no government duty to disclose names of witnesses C. holding the right to assistance of counsel as announced in gideon v wainwright 372 us 335 83 sct 792 9 led2d 799 to be retroactive D. holding that counsel must be appointed to indigents for purposes of appeal as announced in douglas v california 372 us 353 83 sct 814 9 led2d 811 to be retroactive E. holding that exculpatory evidence withheld by government was not material for purposes of brady v maryland 373 us 83 83 sct 1194 10 led2d 215 1963 when there was considerable forensic and other physical evidence linking the defendant to the crime

assistant: The best answer is B. holding that brady v maryland 373 us 83 83 sct 1194 10 led2d 215 1963 creates no government duty to disclose names of witnesses
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: showing of actual prejudice was required, where trial counsel failed to present any mitigating evidence or make any final argument during the penalty phase of a capital trial. Bell, 535 U.S. at 692-98, 122 S.Ct. at 1849-52. And the Court has held that the Cronic exception did not apply and a showing of actual prejudice was required where trial counsel, without the defendant’s consent, conceded that the defendant was guilty of capital murder as part of his strategy to avoid a death sentence. Florida v. Nixon, 543 U.S. 175, 178, 190-92, 125 S.Ct. 551, 555, 562-63, 160 L.Ed.2d 565 (2004). Only once in the 30 years since the Cronic decision was issued has the Supreme Court applied Cronic to presume prejudice. See Penson v. Ohio, 488 U.S. 75, 88, 109 S.Ct. 346, 354, 102 L.Ed.2d 300 (1988) (<HOLDING>). The scope of the Cronic exception is that Options: A. recognizing the right to counsel on appeal B. holding that the complete denial of counsel on direct appeal requires a finding of prejudice C. holding that if courtappointed appellate counsel wishes to withdraw on the ground that an appeal is wholly frivolous counsel must include with the withdrawal motion a brief referring to anything in the record that might arguably support the appeal D. holding that the presumption of prejudice must extend as well to the denial of counsel on appeal when the granting of an attorneys motion to withdraw had left the petitioner entirely without the assistance of counsel on appeal E. holding that an ineffective assistance of counsel claim must be raised on direct appeal when the facts supporting the claim are presented on the face of the record

assistant: The best answer is D. holding that the presumption of prejudice must extend as well to the denial of counsel on appeal when the granting of an attorneys motion to withdraw had left the petitioner entirely without the assistance of counsel on appeal
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 Obligor and each Initial Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in the Financing Agreements and the Subsidiary Guarantee required to be performed or complied with by it prior to or at the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing and no Change of Control shall have occurred. Neither Obligor nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

assistant: No Defaults
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: more than sufficient to give Goedhart standing to sue in his own right. The claimed injury to his ground-water supply is neither hypothetical nor conjectural. Indeed, EPA itself acknowledges that “[t]he boundaries of the town [of Amargosa Valley] include all of the area where the highest potential doses from a repository at Yucca Mountain are anticipated.... ” Final Background Information Document at 8-13. Although ra-dionuclides escaping from the Yucca repository may not reach Goedhart’s community for thousands of years, his injury is “actual or imminent,” for he lives adjacent to the land where the Government plans to bury 70,000 metric tons of radioactive waste - a sufficient harm in and of itself. See La. Envtl. Action Network v. United States EPA, 172 F.3d 65, 67-68 (D.C.Cir.1999) (<HOLDING>). In addition, this harm is “fairly traceable,” Options: A. holding that an environmental group established constitutional standing where its members lived near a landfill into which an epa regulation allegedly would permit certain hazardous wastes to be deposited B. holding an organization had standing because some of its individual members did C. recognizing standing for an environmental group based on the adverse effect of an international commerce commission decision on its members D. holding that industry groups and various agencies conclusions that certain cyanidecontaining wastes were hazardous provided fair notice to support criminal conviction under rcra despite the defendants claim that the regulation required a specific standardsbased test E. holding that an organization lacked standing to challenge allegedly lax epa regulations of hazardous waste because its members did not have to follow the lax procedures

assistant: The best answer is A. holding that an environmental group established constitutional standing where its members lived near a landfill into which an epa regulation allegedly would permit certain hazardous wastes to be deposited
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: any person or persons charged with or alleged to be interfering with the marital relationship between a husband and wife, in violation of the law or of the rights of either party to the marriage, or whose presence to the proceedings may be found necessary to a complete determination of the issues therein, or the relief to which the parties thereto, or any of them, may be entitled; and shall have the power to enjoin and restrain such interference and to punish for contempt of court violations of such injunctions or restraining orders. S.C.Code Ann. § 20-7-420(19) (1985). In the past, subsection (19) has been construed to grant authority over third parties when property claimed to be marital was titled in a third party’s name. See Sexton v. Sexton, 298 S.C. 359, 380 S.E.2d 832 (1989) (<HOLDING>). The legislature has granted the family court Options: A. holding the family court has jurisdiction to join third parties when property is alleged to be marital but is owned by a third party B. 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 C. recognizing that either party to a divorce action may bring in third parties who claim an interest in the property alleged to be community or third parties themselves may intervene and have their rights therein determined D. holding that trial court cannot divide real property owned solely by third party witness E. holding that a third party has authority to consent to a search if the third party is a coinhabitant

assistant: The best answer is A. holding the family court has jurisdiction to join third parties when property is alleged to be marital but is owned by a third party
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 furnished to Buyer the following financial statements (collectively, the “ Financial Statements ”), true and complete copies of which Financial Statements are attached hereto as Schedule 3.12 : (i) consolidated unaudited balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2015 and 2016 of the Company; and (ii) unaudited consolidated balance sheets and statements of income as of and for the three (3) months ended March 31, 2017 of the Company (the “ Interim Financial Statements ”). The Financial Statements (including the notes thereto) present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods are true, correct and complete, and are consistent with the books and records of the Company (which books and records are true, correct and complete). The accounting practices used in preparing the Financial Statements were the same in each of the Financial Statements and were consistently followed throughout the period reflected in each of the Financial Statements. The books and records of the Company are complete and correct in all material respects, and fully and fairly reflect bona fide transactions set forth therein.

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: No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Revolving Credit Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take or approve any action hereunder (including, without limitation, amending the definition of “Required Lenders”), (f) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Revolving Credit Advances, (g) amend any provisions hereunder relating to the pro rata treatment of the Lenders, or (h) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments pursuant to Section 2.04(c) except as provided in such Section.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive's initial base salary as of the Effective Date is $410,000. The initial base salary and any increase is defined as the "Base Salary." The Base Salary is paid in accordance with the Company's normal payroll practices and subject to applicable taxes and withholding.

assistant: Base Salary