flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The unpaid principal amount of the Revolving Advances shall bear interest prior to maturity at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or (b) the Applicable Rate in effect from day to day, and each change in the rate of interest charged on the Revolving Advances shall become effective, without notice to Borrower, on the effective date of each change in the Applicable Rate or the Maximum Rate, as the case may be; provided, however, if at any time the rate of interest specified in clause (b) preceding shall exceed the Maximum Rate, thereby causing the interest on the Revolving Advances to be limited to the Maximum Rate, then any subsequent reduction in the Applicable Rate shall not reduce the rate of interest on the Revolving Advances below the Maximum Rate until the aggregate amount of interest actually accrued on the Revolving Advances equals the amount of interest which would have accrued on the Revolving Advances if the interest rate specified in clause (b) preceding had at all times been in effect. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing, the outstanding principal of the Revolving Advances shall, upon the determination of the Majority Lenders, bear interest at the Default Rate.

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: of the victim's, the defendant's, or any other person's body, but emission of semen is not required. Tenn.Code Ann. § 39-13-501(7) (1991). 2 . 75 CJ.S. Rape § 4 (1952 & Supp.1995). 3 . Tenn.Code Ann. § 39-13-502(a)(l) defines aggravated rape as the "unlawful sexual penetration of a victim by the defendant or the defendant by a victim” where "[floree or coercion is used to accomplish the act and the defendant is armed with a weapon or any article used or fashioned in a manner to lead the victim reasonably to believe it to be a weapon.” 4 . See 9 David L. Raybin, Tennessee Practice: Criminal Practice and Procedure § 16.20 (1984 & Supp.1995). 5 . State v. Black, 524 S.W.2d 913, 916-20 (Tenn.1975); see also State v. Conley, 639 S.W.2d 435, 436 (Tenn.1982). 6 . Black, 524 S.W.2d at 920 (<HOLDING>). 7 . Lillard v. State, 528 S.W.2d 207, 211 Options: A. recognizing and applying from united mine workers rule B. holding that indigents have a right to a transcript on appeal as announced in griffin v illinois 351 us 12 76 sct 585 100 led 891 to be retroactive C. recognizing and applying the identity of offenses test of blockburger v united states 284 us 299 30204 52 sct 180 18182 76 led 306 1932 D. holding that the application of an extended statute of limitations to offenses occurring prior to the legislative extension where the prior and shorter statute of limitations has not run as of the date of such extension does not violate the ex post facto clause citing united states v powers 307 us 214 21718 59 sct 805 807 83 led 1245 rehg denied 308 us 631 60 sct 66 84 led 526 1939 E. recognizing nardone v united states 308 us 338 60 sct 266 84 led 307 1939 taint test as controlling authority

assistant: The best answer is C. recognizing and applying the identity of offenses test of blockburger v united states 284 us 299 30204 52 sct 180 18182 76 led 306 1932
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: also reveals that the State challenged the motion, although not on the issue of appellee’s standing to contest the search. Article 44.01(a)(5), V.A.C.C.P., conferred upon the State the right to appeal the granting of the suppression order. The State properly appealed pursuant to Article 44.01(a)(5), V.A.C.C.P., challenging the trial court’s determination that appellee’s Fourth Amendment rights were violated. By raising the issue of standing for the first time on appeal, the State did not raise a new issue. Rather it challenged the trial court’s holding that appellee met her burden of establishing that the government violated her reasonable expectation of privacy. Rakas v. Illinois, 439 U.S. at 149-50, 99 S.Ct. at 433, 58 L.Ed.2d at 405; United States v. Caicedo-Llanos, 960 F.2d at 162 (<HOLDING>). Appellee was on notice that it was her Options: A. holding that excessive force claims are to be treated under the fourth amendment B. recognizing that the application of fourth amendment rights are personal in nature and are invariably intertwined with the concept of standing C. holding that fourth amendment claims are not cognizable on habeas review because the fourth amendment exclusionary rule does not relate to the accuracy of the factfinding process D. holding courts are powerless to rule on fourth amendment rights which do not belong to the parties before them and that a defendant cannot convincingly argue surprise in such circumstances because he carries the burden of proving the extent of his fourth amendment rights from the outset E. holding that the fourth amendment does not mandate payment and therefore such claims are not within the jurisdiction of the court

assistant: The best answer is D. holding courts are powerless to rule on fourth amendment rights which do not belong to the parties before them and that a defendant cannot convincingly argue surprise in such circumstances because he carries the burden of proving the extent of his fourth amendment rights from the outset
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: 102. In Howard, for example, the court rejected the argument that a town chairwoman’s scope of employment was determined solely by reference to her official duties as set forth in the town’s bylaws: “We decline to adopt such a restrictive interpretation of the term for the purposes of G.L. c. 258, § 9. Moreover, and contrary to the plaintiffs’ assertion, it is ordinarily the actual and customary, rather than formally described, duties which determine scope of employment.” Id.; see also Giacomuzzi v. Klein, 324 Mass. 689, 88 N.E.2d 548 (1949) (employee’s unauthorized act of inviting dry cleaning customer to shop’s back room to identify clothing was within the employee’s scope of employment); cf. Pelletier v. Federal Home Loan Bank of San Francisco, 968 F.2d 865, 875 (9th Cir.1992) (<HOLDING>). Forbidden and criminal acts may also be Options: A. holding that declaratory judgments fall outside the scope of the court of claims jurisdiction B. recognizing congresss intent to take into consideration the special characteristics of military employment when determining scope of employment for respondeat superior purposes under the ftca C. holding that the district court in granting the governments motion to dismiss ftca claims incorrectly applied scope of authority test instead of the broader scope of employment test D. holding the principals grant of authority to speak is not the main concern in applying the partyadmission exception to the hearsay rule instead the test is whether the statement concerns matters within the scope of the employment E. holding that the trial court erred by granting the defendants motion to dismiss

assistant: The best answer is C. holding that the district court in granting the governments motion to dismiss ftca claims incorrectly applied scope of authority test instead of the broader scope of employment test
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: Opportunity for the D.C. Office of the Attorney General, to discuss his allegations. Id. ¶ 27. Ms. McDaniel also forwarded a copy of the complaint to Ms. Williams and Mr. Seales, to which Ms. Williams responded by attaching a copy of Mr. Black’s proposed discipline action. Id. ¶¶ 28-29. E. The Comprehensive Merit Protection Act The purpose of the Comprehensive Merit Protection Act (CMPA) is to ensure that the District has “a modern flexible system of public personnel administration, which shall ... [establish impartial and comprehensive administrative or negotiated procedures for resolving employee grievances. Washington v. District of Columbia, 538 F.Supp.2d 269, 275 (D.D.C.2008) (quoting D.C. Code §§ 1-601.2(a)(5)); see also Robinson v. Dist. of Columbia, 748 A.2d 409, 411 (D.C.2000) (<HOLDING>). “It is undisputed that the [CMPA] creates a Options: A. holding that with few exceptions the cmpa is the exclusive remedy for a district of columbia public employee who has a workrelated complaint of any kind B. holding a claim for wrongful termination in violation of public policy is not available where the employee has an existing statutory remedy C. recognizing that the cmpa provides the exclusive remedy for a common law action if the employee claims wrongful treatment or injury cognizable as a personnel issue under the acts performance ratings adverse actions and employee grievance provisions D. holding that all employee actions against employers for workrelated injuries based on any degree of negligence are within exclusive coverage of workers compensation law and may not be maintained under common law E. holding that district court may order hearing as remedy for termination of public employee without due process

assistant: The best answer is A. holding that with few exceptions the cmpa is the exclusive remedy for a district of columbia public employee who has a workrelated complaint of any kind
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: With the acceptance of a Grant, the Grantee expressly acknowledges that any RSU, PSU and/or SAR shall not give the Grantee any right or entitlement until such Grant is fully vested. The Grant remains fully discretionary until full vesting.

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 case excerpt and choose the best holding from the options. Case excerpt: mere existence of a proscriptive statute nor a generalized threat of prosecution satisfies the ‘case or controversy’ requirement.” Thomas v. Anchorage Equal Rights Comm’n, 220 F.3d 1134, 1139 (9th Cir.2000) (en banc). Rather, a plaintiff must face a “genuine threat of prosecution.” Id. In evaluating the genuineness of a claimed threat of prosecution, courts examine three factors: (1) “whether the plaintiffs have articulated a ‘concrete plan’ to violate the law in question,” (2) “whether the prosecuting authorities have communicated a specific warning or threat to initiate proceedings,” and (3) “the history of past prosecution or enforcement under the challenged statute.” Id.; see also Babbitt v. United Farm Workers Nat’l Union, 442 U.S. 289, 298, 99 S.Ct. 2301, 60 L.Ed.2d 895 (1979) (<HOLDING>) (citation and alterations omitted). Applying Options: A. holding that when contesting the constitutionality of a criminal statute it is not necessary that the plaintiff first expose himself to actual arrest or prosecution to be entitled to challenge the statute that he claims deters the exercise of his constitutional rights B. holding constitutional challenge to void statute may be raised for first time on appeal C. holding that the failure to file a proper motion to dismiss raising a constitutional challenge to a criminal statute waives the issue on appeal D. holding that the title of the statute did not limit the reach of the statute E. holding that a constitutional challenge to a statute is not properly preserved for appellate review if as here it is not presented to the trial court and is raised for the first time on appeal

assistant: The best answer is A. holding that when contesting the constitutionality of a criminal statute it is not necessary that the plaintiff first expose himself to actual arrest or prosecution to be entitled to challenge the statute that he claims deters the exercise of his constitutional rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to explain adequately the basis for its interpretation of “persistent” as applied to the evaluation of tinnitus under pre-1999 DC 6260. Suppl. Br. at 3. The Board reached its decision (1) without referring to the Secretary’s conclusion that an attribute of constancy was not well suited for rating a condition that, “under certain circumstances, comes and goes”, 59 Fed.Reg. at 17,297; (2) by paraphrasing only selectively from the Secretary’s 1994 Supplementary Information, ibid.; and (3) by basing its conclusion solely on one dictionary definition of “persistent” (R. at 8). See Theiss, 18 Vet.App. at 210-11 (criticizing General Counsel precedent opinion, upon which Board had relied, for “selective use of a narrow set of definitions”); see also Suozzi v. Broim, 10 Vet.App. 307, 311 (1997) (<HOLDING>). In this regard, the Court notes that Options: A. holding courts must adhere to legislative intent when interpreting a statute B. holding that secretary defines corroboration far too narrowly in interpreting 38 cfr 3304f C. holding federal and not state law defines the term registrant D. holding the court should only apply the doctrine narrowly and only under exceptional circumstances E. holding that in interpreting a contract the actual purpose and intent of the parties must be derived

assistant: The best answer is B. holding that secretary defines corroboration far too narrowly in interpreting 38 cfr 3304f
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If Buyer exercises rights of access under this Article VII or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer’s sole risk, cost and expense and Buyer waives and releases all claims against Seller, its Affiliates, other working interest owners in the Properties, Third-Party Operators, and the respective members, managers, directors, employees, officers, attorneys, contractors and agents of all of the foregoing Persons (collectively the “ Inspection Indemnitees ”) arising in any way therefrom or in any way related thereto or arising in connection with the conduct of the Inspection Indemnitees and (b) Buyer shall indemnify, defend and hold harmless the Inspection Indemnitees from any and all claims, actions, causes of action liabilities, losses, damages, fines, penalties, costs or expenses (including, without limitation, court costs, consultants’ and attorneys’ fees) of any kind or character (collectively, “ Damages ”), or Liens for labor or materials, arising out of or in any way connected with, Buyer or its representatives’, access to the Properties or the Company Records, or any examination or inspection, of the Properties or the Company Records. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF AN INSPECTION INDEMNITEE.

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 case excerpt and choose the best holding from the options. Case excerpt: disbursing the $65,000. Moreover, even if it were to be assumed that federal common law does not govern the perfection of MHFA’s security interest, see supra note 11, the same result would obtain under Massachusetts law. In Prudential Ins. Co. of Am. v. Boston Harbor Marina Co., 159 B.R. 616 (D.Mass.1993), the district court held that a Massachusetts mortgagee which recorded its assignment of rents in the registry of deeds as an adjunct to its mortgage, “perfected” its lien in the rents so as to constitute the rents “cash collateral” under Bankruptcy Code § 363(a), and that there was no need for the creditor to take possession of the real property (e.g., as by foreclosure) or the rents (e.g., as by appointment of a receiver) prior to the filing of the bankruptcy petition. Id. at 620-22 (<HOLDING>); see also H.R.Rep. No. 95-595, 95th Cong., 1st Options: A. holding that 20 of creditors knowing of consignment relationship does not satisfy general knowledge requirement notwithstanding that such creditors represented 63 of claims against debtor B. recognizing distinction between perfection which governs secured creditors rights against third parties and enforcement of liens which controls creditors rights against its debtor rejecting theory that such inchoate or unenforced security interests are voidable under bankruptcy code 544a C. holding that creditors rights are subject to any qualifying or contrary provisions of the bankruptcy code D. holding that a creditors security was preserved notwithstanding the bankruptcy of the debtor E. holding an unsecured creditors postconfirmation suit against a secured creditor for fraudulent misrepresentation at a creditors meeting constituted a collateral attack on the confirmation order

assistant: The best answer is B. recognizing distinction between perfection which governs secured creditors rights against third parties and enforcement of liens which controls creditors rights against its debtor rejecting theory that such inchoate or unenforced security interests are voidable under bankruptcy code 544a
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: Const. amend. V. "The Double Jeopardy Clause embodies three separate protections: (1) protection against a second prosecution for the same offense after acquittal, (2) protection against a second prosecution for the same offense after conviction, and (8) protection against multiple punishments for the same offense." Bernat v. Allphin, 2005 UT 1, ¶ 11, 106 P.3d 707. Here, Mr. Rodrigues argues that the trial court violated his protection against multiple punishments for the same offense when it in essence resentenced him by amending and increasing the original order of restitution. However, "resentencing per se does not implicate the double jeopardy protection from multiple punishments." State v. Maguire, 1999 UT App 45, ¶ 11, 975 P.2d 476. Rather, "t 90, 429 N.E.2d 1161, 1163-64 (1981)(<HOLDING>). We find the Minaya opinion particularly Options: A. holding that correction of sentence to conform with plea agreement did not violate double jeopardy because the defendant had no legitimate expectation of finality B. holding that correction of trial courts miscalculation giving credit to defendant for time not actually served did not violate double jeopardy because defendant had no legitimate expectation of finality C. recognizing that the expectation of finality and tranquility is an interest protected by the prohibition on double jeopardy D. holding that a defendants acceptance of sentencing pursuant to a bargained for plea agreement waives any double jeopardy violations E. holding that defendant did not have standing to raise facial challenge to validity of aggravated assault statutes for their risk of creating double jeopardy grounds because he himself was not charged in way that created double jeopardy

assistant: The best answer is A. holding that correction of sentence to conform with plea agreement did not violate double jeopardy because the defendant had no legitimate expectation of finality
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall remain in full force and effect until the payment in full of the principal of and interest on the Notes and all other amounts payable to the Purchaser or the Indenture Trustee under the Transaction Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to the provisions of Section 1(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Board, shall not engage in any other business activity or have any other business affiliation.

assistant: Duties
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 and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is the product of negotiations among the Parties and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Parties were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel. In addition, this Agreement shall be interpreted in accordance with section 102 of the Bankruptcy Code.

assistant: Interpretations
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, Employee’s base salary shall be $320,760 per annum, which salary may be increased (but not decreased) by the Board (or a designated committee thereof) in its discretion (the “ Base Salary ”), which Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and subject to withholding and other payroll taxes. Notwithstanding the foregoing, Employee consents to the 20% reduction in Base Salary that became effective as of February 16, 2015 and agrees that such reduction in Base Salary is not and will not be considered a breach of this Agreement or any prior agreement and shall not constitute “Good Reason” for purposes of Section 4(d) of this Agreement or any prior agreement, even though such reduction continues in effect on and after the Effective Date.

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 case excerpt and choose the best holding from the options. Case excerpt: S.W.2d 268, 272 (1973). An objection must be made by counsel in order to preserve for appellate review a claim that a defendant was absent during a critical stage of the proceedings. E.g., Clayton v. State, 321 Ark. 602, 608-09, 906 S.W.2d 290, 294-95 (1995); see also Durham v. State, 179 Ark. 507, 509-10, 16 S.W.2d 991, 991-92 (1929) (refusing to reverse in absence of objection by counsel, who was present, when jury was instructed without defendant’s presence). We will not address Clark’s second basis for reversal because it is not preserved for our review. Were we to entertain his argument, however, we would agree with the State that Clark has demonstrated no prejudice or loss of an advantage as a result of his absence. See Bell v. State, 296 Ark. 458, 465, 757 S.W.2d 937, 940 (1988) (<HOLDING>). We hold that Clark is not entitled to a new Options: A. holding that the validity of an administrative order is properly before the court when it has been directly placed in issue B. holding that an alien may be held in confinement until it has been determined that there is no significant likelihood of removal in the reasonably foreseeable future C. holding that reversal is required when a significant step in a case is taken in an accuseds absence if it appears that he has lost an advantage or has been prejudiced D. holding that a federal court must order arbitration once it is satisfied that an agreement for arbitration has been made and has not been honored E. recognizing that dismissal is required if a plaintiff has had fair opportunity to make his case but has failed

assistant: The best answer is C. holding that reversal is required when a significant step in a case is taken in an accuseds absence if it appears that he has lost an advantage or has been prejudiced
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: Calculation . Interest on the Loan and other Obligations shall be calculated by multiplying (A) the actual number of days elapsed in the period for which the calculation is being made by (B) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate expressed as an annual rate divided by 360) by (C) the Outstanding Principal Balance or the amount of such other Obligations, as applicable, outstanding during such period. The accrual period for calculating interest due on each Payment Date shall be the Interest Period in which such Payment Date occurs.

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 legal provision and list the applicable contract clause categories. Provision: Each Member may, at any time, assign, sell, alienate, transfer pledge or hypothecate its interest in this Agreement in whole or in part, including the right to receive any payments to be made pursuant to this Agreement, to any Person, provided , however, that no Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement, to any Person without such Person executing and delivering a Joinder agreeing to succeed to the applicable portion of such Member’s interest in this Agreement and to become a Party for all purposes of this Agreement (the “ Joinder Requirement ”). For the avoidance of doubt, if a Member transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign any of its rights or obligations under this Agreement to any Person without the prior written consent of the Member Representative (and any purported assignment without such consent shall be null and void).

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 Company has made long-term investments into the marine scrubber industry. In November 2016 the International Maritime Organization (IMO) voted to implement a new lower global cap on sulphur emissions from international shipping. Following this, the Company has experienced a strong interest from the marine industry, and in the third quarter 2017 we have seen a strong growth in the sales and delivery of our standardized systems for the treatment of waste water from marine scrubbers. We are working with some of the largest scrubber manufactures in the world, and their forecasts for 2018 give us reason to believe that we will see continued growth from this industry. Subscriber understands that the net proceeds of the Offering will be used to establish the necessary working capital to manage the anticipated growth in orders for our standardized systems for the treatment of waste water from marine scrubbers.

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 Eighth Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Amendment (including any Borrowings made on the Eighth Amendment Effective Date) on the Eighth Amendment Effective Date that would constitute an Event of Default or a Default.

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 legal provision and list the applicable contract clause categories. Provision: Seller has delivered to Buyer, no later than five (5) Business Days prior to the Closing Date, a schedule setting forth (i) the authorized share capital of the Company and (ii) the ownership of the issued and outstanding shares of the capital stock of the Company, in each case as of immediately prior to the Closing. There are no authorized or outstanding options, warrants, convertible or exchangeable securities, calls, subscriptions or other rights relating to the capital stock of the Company or obligating the Company to issue, transfer or sell any shares of the capital stock of the Company or options, warrants or convertible or exchangeable securities with respect to any share of capital stock of the Company.

assistant: Capitalization
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 amounts payable by a any Guarantor under this Section 14 or otherwise under this Guaranty if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the Default Rate applicable to Base Rate Loans to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

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: to extend to a particular container, the Fourth Amendment provides no grounds for requiring a more explicit authorization.’ ” Lawrence v. Commonwealth, 17 Va.App. 140, 145, 435 S.E.2d 591, 594 (1993) (quoting Jimeno, 500 U.S. at 252, 111 S.Ct. at 1804). Whether consent to search one’s person includes containers such as a purse or bag held by that person is a matter of first impression in Virginia. We are, however, guided by the reasoning of several of our sister courts considering the import of the term “person” in the context of the search of a person pursuant to a warrant. For example, in United States v. Graham, the Seventh Circuit Court of Appeals concluded that the defendant’s shoulder purse could be considered part of “his person.” See 638 F.2d 1111, 1114 (7th Cir.1981) (<HOLDING>). In holding that such objects are within the Options: A. holding that search of defendants purse which he carried was authorized by a warrant to search his person B. holding that search of shoulder bag was not authorized by search warrant for apartment C. holding that search of appellants suitcase found on the floor next to the couch on which he was sleeping was an unconstitutional search of his person and was not authorized by a search of the residence D. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises E. holding that a shoulder purse carried by a person at the time he is stopped lies within the scope of a warrant authorizing the search of his person

assistant: The best answer is A. holding that search of defendants purse which he carried was authorized by a warrant to search his person
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: Not later than ten (10) Business Days after the end of each calendar month, Manager shall prepare and deliver to SNH TRS a balance sheet and related statement of income and expense for such calendar month and for the then current calendar year to date, certified by Manager’s Controller on a monthly basis and by Manager’s Chief Financial Officer on a quarterly basis as being true and correct to the best of his/her knowledge, with a comparison to the Approved Budget.

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: In the event any one or more of the provisions contained in this Deed of Trust should be held invalid, illegal or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Grantor and Beneficiary shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was actually exercising control over the manner in which the independent contractor’s work was performed. Rather the statement means that Peregrine agrees to provide a job for WGPS. Peregrine additionally insists that the retroactivity factor does not change the analysis of liability under Chapter 95. WGPS was an independent contractor as a matter of law because (1) its purpose and work on Platform 969 was independent and distinct from Peregrine’s purpose ; (2) it agreed to furnish the tools and supplies necessary and material to perform its duties on that platform ; (3) Peregrine did not exercise any right to control that work; and (4) WGPS was responsible for paying its employees for the work performed on platform 969. Texas A & M Univ. v. Bishop, 156 S.W.3d 580, 584-85 (Tex.2005) (<HOLDING>). MSA, Ex. B, at ¶¶ 7, 17-24. Moreover there is Options: A. holding that the right to control the means by which the work is accomplished is clearly the most significant test of the employment relationship and observing that many of the other factors enumerated in the restatement second are merely evidentiary indicia of the right to control B. holding that the trial courts authority to initiate workers compensation benefits before the final adjudication was not divested by the legislature and was consistent with the stated purpose of the workers compensation act C. holding that the right to control is measured by considering 1 the independent nature of the workers business 2 the workers obligation to furnish necessary tools supplies and materials to perform the job 3 the workers right to control the progress of the work except as to the final results 4 the time for which the worker is employed and 5 the method of payment whether by unit of time or by the job D. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work E. holding that workers compensation is the exclusive remedy as a matter of substantive law and hence whenever it appears from the plaintiffs pleadings bill of particulars or the facts that the plaintiff was an employee of the defendant the obligation of alleging and proving noncoverage or applicability of workers compensation benefits falls on the plaintiff the court continued stating that waiver may be accomplished by ignoring the issue to the point of final disposition

assistant: The best answer is C. holding that the right to control is measured by considering 1 the independent nature of the workers business 2 the workers obligation to furnish necessary tools supplies and materials to perform the job 3 the workers right to control the progress of the work except as to the final results 4 the time for which the worker is employed and 5 the method of payment whether by unit of time or by the job
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.

assistant: Cooperation
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: 11.4 consequences of termination : upon termination of your relationship with skype : ( a ) all licenses and rights to use the software , products and/or skype websites shall immediately terminate ; ( b ) you will immediately cease any and all use of the software , products and/or skype websites ; and ( c ) you will immediately remove the software from all hard drives , networks and other storage media and destroy all copies of the software in your possession or under your control .

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 Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement, the other Transaction Documents and Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement, the Warrants and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable (except for such Equity Interests consisting of partnership interests and membership interests) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens except for Permitted Liens. As of the Closing Date, Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 6.13 , and other Equity Interests in an aggregate amount not in excess of $1,000,000. As of the Closing Date, the owners of the partnership interests of Borrower are set forth on Part (c) of Schedule 6.13 .

assistant: Subsidiaries
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: was unavailable in the state court.” Id. at 72. HSBC also cites several cases where federal courts have applied res judicata in this context. However, in each of these cases the state court upheld a dismissal of the plaintiffs claim. See, e.g., Day, 656 F.Supp.2d 331; Kremer, 456 U.S. 461, 102 S.Ct. 1883, 72 L.Ed.2d 262. Because the respective state courts granted the plaintiffs no relief, there could be no issue as to the ability of the state court to grant full relief; they are, accordingly, immaterial. 2. Subject Matter Jurisdiction HSBC argues that this Court does not have subject matter jurisdiction over an action for attorney’s fees only. Section 2000e — 5(f)(3), the statutory provision granting subject matter jurisdiction to federal district courts over actions bro h Cir.1985) (<HOLDING>), Lewis v. Ames Dept. Stores, Inc., No. 3:97 Options: A. holding that because plaintiff no longer has available administrative remedies his action must be dismissed with prejudice B. recognizing that exhaustion of state administrative remedies is not a prerequisite to bringing a 1983 action C. holding that state court judgment affirming an administrative decision did not bar a subsequent federal action for additional relief because of national policy that title vii remedies be available to supplement state remedies for employment discrimination D. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted E. holding that federal law governs remedies available under title ix

assistant: The best answer is C. holding that state court judgment affirming an administrative decision did not bar a subsequent federal action for additional relief because of national policy that title vii remedies be available to supplement state remedies for employment discrimination
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: 3352, 77 L.Ed.2d 1049 (1983). In Browder v. Tipton, 630 F.2d 1149 (6th Cir.1980), we held that § 1985(3) only covers conspiracies against: 1) classes who receive heightened protection under the Equal Protection Clause; and 2) “those individuals who join together as a class for the purpose of asserting certain fundamental rights.” Id. at 1150; see also Haverstick Enterprises, Inc. v. Financial Federal Credit, Inc., 32 F.3d 989, 994 (6th Cir.1994). Bartell’s claim that Defendants discriminated against her on account of her mental disabilities therefore is not actionable. As noted earlier, the Supreme Court has not conferred suspect or quasi-suspect status on statutory classifications covering the disabled, see Cleburne, 473 U.S. at 442, 105 S.Ct. 3249; see also Haverstick, 32 F.3d at 994 (<HOLDING>). Further, Bartell has not alleged that Options: A. recognizing that as with tax rates no one has a legal right to the maintenance of an existing rate or duty B. holding party must support argument with legal authority C. holding that the appellant failed to preserve a claim of error that was based on an argument that precedent was wrongly decided where in the trial court the appellant had conceded that the precedent was controlling D. holding that no existing legal precedent supports the plaintiffs argument that 19853 covers discriminatory conspiracies against the handicapped E. holding that improper argument about purging jurors community of drug conspiracies did not rise to level of plain error

assistant: The best answer is D. holding that no existing legal precedent supports the plaintiffs argument that 19853 covers discriminatory conspiracies against the handicapped
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: you will not use the duolingo english test to collect information about our testing process or to develop strategy , guides or other testing preparation material or a similar testing service , and you will not violate any rules applicable to the english test or otherwise cheat or circumvent the applicable procedures when taking an english test .

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 Executive’s annual base salary shall, effective as of June 1, 2016, be decreased from $300,000 to $230,000. Accordingly, the first sentence of Section 3(a) of the Employment Agreement, as amended by the First Amendment, is hereby further amended, effective as of June 1, 2016, to delete the dollar amount of “$300,000” and to replace it with the dollar amount of “$230,000”.

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 legal provision and list the applicable contract clause categories. Provision: The waiver by the Company with respect to compliance of any provision of this Agreement by the Optionee shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of such party of any provision of this Agreement.

assistant: Waivers