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: its employment decision, the presumption of discrimination created by establishment of the prima facie case is dispelled, and the plaintiff must prove that the employer’s proffered reason or reasons were pretextual — that is, that they are false and that the real reason for the employment decision was discriminatory. Waldron v. SL Indus., Inc., 56 F.3d 491, 494 (3d Cir.1995). At the summary judgment stage, plaintiffs evidence rebutting the employer’s proffered legitimate reasons must allow a factfinder reasonably to infer that each of the employer’s proffered non-discriminatory reasons was either a post hoc fabrication or otherwise did not actually motivate the employment action. Fuentes v. Perskie, 32 F.3d 759, 764-65 (3d Cir.1994); see also Kelly, 285 N.J.Super. at 431, 667 A.2d 855 (<HOLDING>). If a plaintiff who has established a prima Options: A. holding that the conflicting explanations given by defendants agents for the plaintiffs termination were also sufficient to raise a reasonable inference that defendants proffered reasons for the termination were pretextual the inconsistent testimony regarding the motivating reasons for plaintiffs termination cast doubts on the asserted nondiscriminatory legitimate reasons and may alone be sufficient to preclude summary judgment on plaintiffs claim B. holding that in producing nondiscriminatory reasons for its challenged action the employer is not obligated to support these reasons with objective evidence sufficient to satisfy the preponderance of the evidence standard C. holding that plaintiff need only point to sufficient evidence to support an inference that the employer did not act for its proffered nondiscriminatory reasons D. holding that the plaintiffs evidence of pretext was insufficient because the plaintiff failed to present evidence that the employer did not honestly believe its proffered reasons for its action E. holding that a plaintiff may satisfy his burden by demonstrating such weaknesses implausibilities inconsistencies incoherencies or contradictions in the employers proffered legitimate reasons for its action that a reasonable factfinder could rationally find them unworthy of credence and hence infer that the employer did not act for the asserted nondiscriminatory reasons

assistant: The best answer is C. holding that plaintiff need only point to sufficient evidence to support an inference that the employer did not act for its proffered nondiscriminatory reasons
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 hereby agree from time to time to execute and deliver such further and other transfers, assignments and documents and do all matters and things that may be convenient or necessary to more effectively and completely carry out the intentions of this Invention Assignment and Confidentiality Agreement.

assistant: Further Assurances
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 Depositor makes the following representations and warranties about the Sold Property and the 2018-B Reference Pool on which the Issuer is relying in purchasing the Sold Property. The representations and warranties are made as of the Closing Date and will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture.

assistant: Representations
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 this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that notwithstanding the foregoing, (a) the Company shall be permitted to assign this Agreement and its rights, interests and obligations hereunder without the prior written consent of any other party hereto to the successor or surviving entity in any merger, business combination or other transaction involving a change of control of the Company and (b) this Section 8.08 shall not prohibit any Transfer permitted under Section 5.02 ; provided , further , that in the event of any such assignment pursuant to clause (b), the Investor will remain liable for all of its obligations under this Agreement.

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 payment of any insurance proceeds, condemnation awards or other compensation payable in respect of any damage to or destruction or taking of any portion of any of the Collateral may be negotiated with the applicable payor by the Loan Parties if no Event of Default exists. If an Event of Default exists, the Administrative Agent shall have the sole right to negotiate the amounts payable with respect to any loss or taking of any of the Collateral.

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 the Parties agrees that it shall not issue or permit the issuance of a press release regarding this Agreement prior to the filing of the Chapter 11 Plan (or motion for entry of the Sale Order) without the prior written consent of the other Party, which consent may be withheld in the other Party’s sole and absolute discretion; provided, however, that the foregoing provisions shall not apply to any disclosure requirements under applicable corporate and securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding this amendment and restatement of the Existing Guaranty Agreement, (i) all of the indebtedness, liabilities and obligations owing by the Guarantor or any other Person under the Existing Guaranty Agreement shall continue as obligations hereunder, as amended hereby, and shall continue as obligations hereunder, as amended hereby, and (ii) this Company Guaranty Agreement is given as a substitution of, and not as a payment of the indebtedness, liabilities and obligations of the Guarantor under, the Existing Guaranty Agreement and neither the execution and delivery of this Company Guaranty Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Guaranty Agreement or the Existing Guaranty created thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: damage to other persons and their property, but not insuring the risk of the insured causing damage to the insured’s own work. Weedo, 405 A2d at 791-92. The exclusion at issue in this ease, an exclusion for property damage to “[tjhat particular part of real property on which [the insured] is performing operations, if the ‘property damage’ arises out of those operations,” is a business risk exclusion. Glens Falls Ins. v. Donmac Golf Shaping, 203 Ga.App. 508, 417 S.E.2d 197, 200 (1992). The instant exclusion denies coverage for more than just damage to the insured’s work, however, by excluding from coverage damage to the particular part of property on which the insured is performing operations. See Vinsant Elec. Contractors v. Aetna Casualty & Surety Co., 530 S.W.2d 76, 77 (Tenn.1975) (<HOLDING>). An explanation of why this damage to the Options: A. holding that a similar exclusion denies coverage for property damage to the particular part of the real property that is the subject of the insureds work at the time of the damage if the damage arises out of those operations B. holding a personal profit exclusion applicable to an insured corporation where the purpose of the exclusion was to exclude coverage when the insured received profits to which the insured was not legally entitled C. holding that predecessor particular part exclusion barred coverage for damage insured caused to well as it was lowering gun to depth at which insured was to use gun to perforate well D. holding that particular part exclusion barred coverage for damage to entire apartment insured was renovating even though insured was working only on one part of apartment at time of damage E. holding that predecessor particular part exclusion barred coverage for damage to a switchboard upon which insured was adding circuit breakers

assistant: The best answer is E. holding that predecessor particular part exclusion barred coverage for damage to a switchboard upon which insured was adding circuit breakers
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: bar enactments which, by retroactive operation, increase the punishment for a crime after its commission). Two critical elements must be present for a criminal or penal law to be violative of the ex post facto clause: “It must be retrospective, that is, it must apply to events occurring before its enactment, and it must disadvantage the offender affected by it.” Weaver, 450 U.S. at 29, 101 S.Ct. 960. It is the effect, not the form of the law, that determines whether it is ex post facto. Weaver, 450 U.S. at 31, 101 S.Ct. 960. Furthermore, “[retroactive changes in laws governing parole of prisoners, in some instances, may be violative of this precept.” Garner, 529 U.S. at 250, 120 S.Ct. 1362; California Dept. of Corrections v. Morales, 514 U.S. 499, 115 S.Ct. 1597, 131 L.Ed.2d 588 (1995) (<HOLDING>). The ex post facto clause, however, should not Options: A. holding that californias amended paroleprocedures allowing the board of prison terms to decrease the frequency of parole suitability hearings under certain circumstances did not violate the ex post facto clause B. holding that parole guidelines are subject to the ex post facto clause C. holding change in ultimate parole decisionmaker from board to governor does not violate ex post facto clause D. holding that the supreme courts ex post facto precedents do not clearly establish that amended section 29336 violates the ex post facto clause E. holding that revocation of medical license does not violate the ex post facto clause

assistant: The best answer is A. holding that californias amended paroleprocedures allowing the board of prison terms to decrease the frequency of parole suitability hearings under certain circumstances did not violate the ex post facto clause
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: this case raises important issues of intergovernmental tax immunity. See Bank of New England, 986 F.2d at 602 n. 4.; see also Federal Reserve, 499 F.2d at 64 (emphasizing the federal nature of question being litigated). Defendant asserts that, even if the RTC/ FDIC itself could have brought suit in federal court, SN-1 is a private assignee of the RTC’s rights and interests, and does not inherit its federal instrumentality status. The Seventh Circuit, struggling with the interplay between FIRREA and the TIA, concluded that the TIA precluded federal jurisdiction over claims brought not by the RTC or a successor of the federal agency, but by a private party assignee of the federal government. See RTC Commercial Assets Trust v. Phoenix Bond & Indem. Co., 169 F.3d 448, 452 (7th Cir.1999) (<HOLDING>); see also North Georgia Elec. Membership Corp. Options: A. holding one who claims tax exemption has burden of showing entitlement to exemption B. holding act qualifies as exemption statute under exemption 3 C. holding that assignee of rtc could not assert exemption from tia D. holding that there is no need to consider exemption 6 separately if information was compiled for law enforcement purposes because exemption 7c constitutes broader protection so any information falling under exemption 6 is covered by exemption 7c E. holding a debtors claim for loss of consortium to be entitled to an exemption under the oklahoma exemption statute and collecting other bankruptcy decisions recognizing a debtor spouses loss of consortium as the basis for allowing an exemption under federal and various state exemption statutes

assistant: The best answer is C. holding that assignee of rtc could not assert exemption from tia
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 the defendant’s fraud, even though the defendant pled guilty to only two counts of a multiple count indictment for mail fraud. We rejected the argument of Woods that he could only be ordered to pay restitution for the amount involved in the particular offenses for which he was convicted, or $4,758. In affirming the restitution order for the full amount of loss to all investors, we stated that: The offense [in this case] is a scheme to defraud, and each count is simply an act in furtherance of the unitary scheme; therefore, establishing that a single count caused a specific loss would be difficult. It is the overall scheme that is central to all the counts and gives rise to the victims’ financial loss. Id. at 88. See also United States v. Martin, 788 F.2d 184, 189 (3d Cir.1986) (<HOLDING>). But see United States v. Whitney, 785 F.2d Options: A. holding that the victim and witness protection act limits the amount of restitution to the loss caused by the specific conduct forming the basis of the offense of conviction B. holding the harmed victim need not be the victim of the offense of conviction C. holding that the amount of restitution is limited to the victims actual losses D. holding that restitution under the victim and witness protection act need not be limited to the specific amount alleged in the count of mail fraud to which defendant pled E. holding that when trial court orders restitution at sentencing pursuant to statute the defendant is entitled to notice of the amount claimed and the opportunity to dispute the amount

assistant: The best answer is D. holding that restitution under the victim and witness protection act need not be limited to the specific amount alleged in the count of mail fraud to which defendant pled
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 is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted; and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except for any such failures that would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries.

assistant: Organizations
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 accordance with the terms of his/her Employment Agreement, Employee understands and agrees that as a condition of receiving the Severance Package in paragraph 1, all Company property must be returned to Company. By signing this Agreement, Employee represents and warrants that Employee has returned to Company, all Company property, data and information belonging to Company and agrees that Employee will not use or disclose to others any confidential or proprietary information of Company or the Released Parties. In addition, Employee agrees to keep the terms of this Agreement confidential between Employee and Company, except that Employee may tell Employee’s immediate family and attorney or accountant, if any, as needed, but in no event should Employee discuss this Agreement or its terms with any current or prospective employee of Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall deduct from all cash distributions under the Plan all taxes required to be withheld by the applicable jurisdiction. Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to remit to the Company an amount sufficient to satisfy the taxes required to be withheld by the applicable jurisdiction prior to the delivery of any certificate or certificates for such shares or the vesting of such Stock Award. A Participant may pay the tax withholding obligation in cash, or, if the applicable Award Agreement or Award Program provides, a Participant may be permitted, or may be required, to have the tax withholding arising from exercise or payment of the Award satisfied by having the number of shares of Stock the Participant is to receive reduced by, or with respect to a Stock Award, by tendering back to the Company, a number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock, is sufficient to satisfy the tax withholding obligation (after taking into account any withholding in cash required because only whole shares of Stock can be withheld or tendered), at tax withholding rates determined by the Company to be required, or in the Company's sole discretion, permitted, but not in excess of the maximum statutory tax rates in the applicable jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified and held harmless by the Company, to the extent permitted by law, against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act, made in good faith, under the Plan and (ii) any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such action, suit or proceeding against such person, provided such person shall give the Company an opportunity, at the Company’s expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Either Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: post-appeal Rule 83 motion for a new trial and by failing to recuse herself. Berger had no federal right to the assistance of counsel in his Rule 33 motion. Thus, whether he should receive appointed counsel was left to the discretion of the district court. In this case, the district court did not abuse its discretion by considering the complexity of Berger’s appeal and then refusing to grant appointed counsel. As for his recusal claim, we find that Berger failed to allege sufficient facts to support this claim. Accordingly, the judgment of the district court is AFFIRMED. 1 . The record does not contain a copy of the transcript of the Rule 33 evidentiary hearing; however, a copy is attached to Berger's Brief at pages A-15 to A-29. 2 . See generally Kitchen, 227 F.3d at 1018 (<HOLDING>) (citation Options: A. holding that expert tests conducted by petitioner postconviction based upon evidence available to the defense at trial did not constitute new evidence within the meaning of rule 33 B. holding that a notice of appeal filed in an adversary proceeding could not appeal the main proceeding C. holding that counsel should have been appointed in the preappeal rule 33 motion at issue because in a rule 33 proceeding a defendant must face an adversary proceeding that like a trial is governed by intricate rules that to a layperson would be hopelessly forbidding an unrepresented defendant is unable to protect the vital interests at stake D. holding that a state agency proceeding did not constitute an action in a court of the united states or a state within the meaning of 33 usc 1365b1 E. holding that while an original bankruptcy proceeding where the state is not named as a defendant is not a suit an adversary proceeding directly against the state would be

assistant: The best answer is C. holding that counsel should have been appointed in the preappeal rule 33 motion at issue because in a rule 33 proceeding a defendant must face an adversary proceeding that like a trial is governed by intricate rules that to a layperson would be hopelessly forbidding an unrepresented defendant is unable to protect the vital interests at stake
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 397 U.S. 596 90 S.Ct. 1350 25 L.Ed.2d 594 George Rivera SANTANAv.TEXAS. No. 1002. Supreme Court of the United States April 20, 1970 H. Ernest Griffith, for petitioner. Crawford C. Martin, Atty. Gen. of Texas, Nola White, First Asst. Atty. Gen., Alfred Walker, Executive Asst. Atty. Gen., and Robert C. Flowers and Monroe Clayton, Asst. Attys. Gen., for respondent. On Petition for Writ of Certiorari to the Supreme Court of Texas. PER CURIAM. 1 The petition for a writ of certiorari is granted, the judgment is vacated and the case is remanded to the Supreme Court of Texas for further consideration in light of In re Winship, 397 U.S. 358, 90 S.Ct. 1068, 25 L.Ed.2d 368. 2 THE CHIEF JUSTICE and Mr. Justice STEWART dissent for the reasons set forth in the dissenting opinion of The Chief Justice in In re Winship, 397 U.S., at 375, 90 S.Ct., at 1078. Mr. Justice BLACK dissents for the reasons set forth in his dissenting opinion in In re Winship, 397 U.S., at 377, 90 S.Ct., at 1079.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Placement Shares; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to the Company’s knowledge and except as disclosed to Cowen, contemplated.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Act medical malpractice claim against the United States); Gillman v. United States, 53 F.R.D. 316, 318-19 (S.D.N.Y.1971) (citing Bredice, 51 F.R.D. 187, and holding Plaintiff not entitled to reports of a hospital’s Board of Inquiry investigating suicide.). Nonetheless, the privilege has generally been rejected in other contexts. See e.g. University of Pennsylvania v. EEOC, 493 U.S. 182, 110 S.Ct. 577, 107 L.Ed.2d 571 (1990) (rejecting peer review privilege in academic tenure context and finding no basis for such a privilege in either the First Amendment or the concept of academic freedom); Spencer, 960 F.Supp. at 840-44 (D.N.J.1997) (rejecting the self-evaluative privilege in the mortgage loan context and citing cases rejecting privilege in other contexts); Harding, 914 F.Supp. at 1100 (<HOLDING>). Although of questionable necessity in many Options: A. recognizing privilege B. recognizing trial courts decision on discovery issues implies a finding that requested discovery was not reasonably available C. recognizing a selfcritical analysis privilege for materials related to hospital morbidity and mortality conferences D. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law E. recognizing existence of selfcritical analysis privilege but finding it not applicable to protect investigative materials from discovery

assistant: The best answer is E. recognizing existence of selfcritical analysis privilege but finding it not applicable to protect investigative materials from discovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations, warranties and covenants made herein and in any other Transaction Document or any certificate delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. The rights hereunder to indemnification and payment of Losses under Article IX or to seek specific performance under Section 10.2 based on such representations, warranties and covenants shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the execution and delivery of this Agreement or the Closing) in respect of the accuracy or inaccuracy of or compliance with, any such representation, warranty or covenant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: debtors make mistakes on their bankruptcy forms. To be sure,- Marshall had a “duty” to disclose potential claims on her bank-ruptcy forms and to amend those forms when she filed suit. Moses, 606 F.3d at 793. She violated the bankruptcy code by failing to do so. But this fact, without more, does not answer the question before us: whether Marshall’s noncompliance with the bankruptcy code warrants the application of judicial estoppel in her current lawsuit. Judicial estoppel is appropriate only if Marshall’s failure was deliberate, and not merely because she violated her duty to disclose. See Ryan Operations, 81 F.3d at 364 (“[T]he requisite intent for judicial estoppel [cannot] be inferred from the mere fact of nondisclosure in a bankruptcy proceeding.”); see also Moses, 606 F.3d at 798 (<HOLDING>). I agree with the majority that Marshall’s Options: A. holding that the concept of collateral estoppel cannot apply when the party against whom the earlier decision is asserted did not have a full and fair opportunity to litigate that issue in the earlier case B. holding that generally the question of waiver and estoppel is a question of fact C. recognizing inherent power of courts of appeals D. recognizing that courts of appeals generally apply judicial estoppel when a debtor deliberately fails to disclose her pending suit in an earlier bankruptcy case E. recognizing same judicial estoppel principle under kansas law

assistant: The best answer is D. recognizing that courts of appeals generally apply judicial estoppel when a debtor deliberately fails to disclose her pending suit in an earlier bankruptcy 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: All covenants, agreements, representations and warranties made by the Borrower herein, in the other 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 or thereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Arranger, any Syndication Agent or any Lender may have had notice or knowledge of any 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 and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the Transactions or the other transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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: Accrued and unpaid interest on outstanding Alternative Base Rate Loans shall be due and payable monthly on the first day of each calendar month while any Alternative Base Rate Loan remains outstanding, the payment in each instance to be the amount of interest which has accrued and remains unpaid with respect to Alternative Base Rate Loans. Accrued and unpaid interest on each outstanding Eurodollar Rate Loan shall be due and payable on the last day of the Interest Period for such Eurodollar Rate Loan and, in the case of any Interest Period in excess of three months, on the day of the third calendar month following the commencement of such Interest Period corresponding to the day of the calendar month on which such Interest Period commenced, the payment in each instance to be the amount of interest which has accrued and remains unpaid in respect of the relevant Loan. The Loan Balance, together with all accrued and unpaid interest thereon, shall be due and payable at Final Maturity. At the time of making each payment hereunder, the Borrower shall specify to the Administrative Agent the Loans or other amounts payable by the Borrower hereunder to which such payment is to be applied. In the event the Borrower fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may apply such payment as it may elect in its discretion and in accordance with the terms hereof.

assistant: Interests
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: contrast, eliminates the underlying legal right; it “precludes a right of action after a specified time ... rather than establishing a time period within which the action must be brought measured from the point in time when the cause of action accrued.” Univ. of Miami v. Bogorff, 583 So.2d 1000, 1003 (Fla.1991); see also Kush v. Lloyd, 616 So.2d 415, 421 (Fla.1992) (explaining that a statute of repose “eliminate^ a cause of action”). Only a statute of repose functions “to extinguish valid causes of action.” Nehme v. Smithkline Beecham Clinical Labs N.M. 436, 912 P.2d 828, 830 (1996) (“[T]he UFTA-operates in.the same manner as other statutes of repose that extinguishes a cause of action ... rather than simply blocking the remedy.”); Nathan v. Whittington, 408 S.W.3d 870, 874 (Tex.2013) (<HOLDING>). Notwithstanding this statutory text, the Options: A. holding that statute was one of repose because it embodies the most distinctive characteristic of a statute of repose the barring of the right to bring an action rather than the remedy prescribed B. holding that a 30day limitations provision is substantively unconscionable C. holding that provision has the characteristics of a statute of repose D. holding that provision is a statute of repose and noting that the word extinguished is emphasized because of its substantive effect E. holding that provision is a statute of repose because by its own terms the provision does not just procedurally bar an untimely claim it substantively extinguishes the cause of action

assistant: The best answer is E. holding that provision is a statute of repose because by its own terms the provision does not just procedurally bar an untimely claim it substantively extinguishes the cause of action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to the transactions contemplated by this Agreement, each Party (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its liabilities and that the present saleable value of its assets will not be less than the amount required to pay its probable liabilities as they become absolute and matured); (b) will have adequate capital with which to engage in its business; and (c) will not have incurred and will not plan to incur liabilities beyond its ability to pay as they become absolute and matured.

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 case excerpt and choose the best holding from the options. Case excerpt: entry where the officer noted blood inside the vehicle involved in the crash and a trail of blood leading from the outside of the defendant’s apartment through the residence). No sounds from inside the house alerted the deputies that Defendant was in need of immediate aid. DiGeronimo, 652 N.E.2d at 155 (noting that sounds of moaning or distress may be indicative of an emergency inside the residence). And, while in some cases an occupant’s failure to respond to repeated knocking can indicate an emergency, especially in instances where the officers already have specific information that the victim is in the home and seriously injured, the deputies did not have that chance here because they entered the home immediately after announcing their presence. See Ternes, 522 N.W.2d at 177-78 (<HOLDING>). Given these circumstances, we conclude that Options: A. holding that an insureds personal belief that he was not liable for an accident provided no basis for submitting the question of the reasonableness of his delay in notification to a jury when the insured knew the day after the accident that it had been claimed that the cable he had installed had caused the accident B. holding that the police officers had probable cause to make a warrantless entry C. holding based on steelman and johnson that evidence of the smell of marijuana emanating from a home a car with an open door and the keys in the ignition in front of the home and pry marks on the homes front door was not sufficient to justify a warrantless entry D. holding that a drug sniff outside the front door of the defendants residence was not a fourth amendment search because the defendant had no reasonable expectation of privacy at the entrance to property that is open to the public including the front porch E. holding that the warrantless entry was permissible where the officers knew the defendant was inside had been involved in a serious accident was bleeding and where they received no response after knocking on the front door for several minutes entered the residence

assistant: The best answer is E. holding that the warrantless entry was permissible where the officers knew the defendant was inside had been involved in a serious accident was bleeding and where they received no response after knocking on the front door for several minutes entered the residence
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: Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding, shall be deemed to have been satisfied based on assumed achievement at the 200% achievement level (“Deemed CIC Achievement”) and the Company shall pay to the Participant in full satisfaction of its obligations with respect thereto cash in an amount equal to the Payable Amount on the basis of such Deemed CIC Achievement. Notwithstanding the immediately preceding sentence but subject to Section 7.2 below, if in connection with the Change in Control of the Company, an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, an Award shall become payable only if (A) the Participant remains continuously employed by the Company or its subsidiaries until the end of the Performance Period, in which case this award will become fully payable at the end of the Performance Period, or (B) there is a Change in Control Termination before the end of the Performance Period, in which case this award will become fully payable in connection with the Change in Control Termination. In the case of either (A) or (B), the Company shall pay to the Participant, within ten (10) days following the period specified in (A) or (B), the Payable Amount on the basis of the Deemed CIC Achievement.

assistant: Vesting
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 Employment Term, the Executive shall serve as Chief Financial Officer, reporting directly to the Chief Executive Officer of the Company (the “CEO”) and the Board of Directors of the Company (the “Board”). For purposes of this Agreement, it is expressly recognized that the Board may delegate its authority in a particular matter to one or more committees of the Board, including but not limited to the Compensation Committee, as provided by the governing documents of the Company. In such position, the Executive shall have such duties, authority and responsibility as are consistent with the Executive’s position.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Shares, its vesting or transfer and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CURIAM. Defendant Phillip Davis pleaded guilty to two counts of distributing controlled substances in violation of 21 U.S.C. § 841, and the district court sentenced him to 120 months of imprisonment. The sole issue on appeal is whether the district court erred in designating Davis as a “career offender” pursuant to U.S. Sentencing Guidelines § 4B1.1 in light of Johnson v. United States, — U.S. —, 135 S.Ct. 2551, 192 L.Ed.2d 569 (2015) (invalidating as unconstitutionally vague the “residual clause” of the Armed Career Criminal Act, 18 U.S.C. § 924(e)). For the reasons set forth in our recent decision in United States v. Pawlak, No. 15-3566, slip op. at 2-13, 822 F.3d 902, 903-11, 2016 WL 2802723 (6th Cir. May 13, 2016) (<HOLDING>), and upon the government’s concession of Options: A. holding an identical residual clause in the us sentencing guidelines unconstitutionally vague B. holding that attorney disciplinary rule was unconstitutionally vague as applied C. holding that essentially equivalent is unconstitutionally vague D. holding that the vagueness doctrine does not apply to advisory sentencing guidelines notwithstanding the governments position that the residual clause of 4b12a was unconstitutionally vague following johnson E. holding factor b is not unconstitutionally vague

assistant: The best answer is A. holding an identical residual clause in the us sentencing guidelines unconstitutionally vague
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: underlying the obligation, so cogently stated by Justice Story in Harden v. Gordon, ... and the liberality with which admiralty courts have traditionally interpreted rules devised for the benefit and protection of seamen who are its wards ... call for some extension of the duty beyond the term of service. Id. at 529, 58 S.Ct. at 654. The Court determined, however, that, in cases where the seaman suffers from a disease “which manifests itself during his employment, but is not caused by it,” the shipowner’s duty is to expend such funds as are necessary only to put the seaman in such condition “as reasonably may be expected to result from nursing, care, and medical treatment.” Id. at 530, 58 S.Ct. at 654 (emphasis added). Thus, the shipowner is not r S.Ct. 707, 710, 93 L.Ed. 850 (1949) (<HOLDING>); Vaughan v. Atkinson, 369 U.S. 527, 533, 82 Options: A. holding that a habeas petitioner was not entitled to relief from a state courts determination that he had forfeited his right to counsel by physically assaulting his attorney and threatening to put a contract on his attorneys life B. recognizing in context of fraudulent nondisclosure cases that a defendant may reasonably expect the plaintiff to make his own investigation draw his own conclusions and protect himself C. holding that in an action for malicious prosecution the plaintiff is entitled to recover damages not only for his unlawful arrest and imprisonment but also for expenses of his defense D. holding that appellant forfeited his right to counsel through his pattern of serious misconduct abuse threats and utter failure to collaborate in his own defense E. holding that a seaman who overstays his shore leave and injures himself through his own negligence is entitled to a reasonable period of maintenance and cure but not to maintenance and cure for life

assistant: The best answer is E. holding that a seaman who overstays his shore leave and injures himself through his own negligence is entitled to a reasonable period of maintenance and cure but not to maintenance and cure for life
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices required or permitted to be given under this Agreement will be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested − in the case of the Executive, to his principal residence address identified in the Company’s records or in subsequent notice to the Company and in the case of the Company, to the address of its principal place of business, to the attention of the Corporate Secretary of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

assistant: Headings