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: (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest for each day on which any principal of such Loans remains outstanding at the Alternate Base Rate for such day plus the Applicable Rate for ABR Loans for such day.

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: The Borrower will pay, and cause each Subsidiary to pay, when due, all of its Taxes, except such Taxes (a) as are being contested in good faith and by appropriate proceedings and as to which the Borrower or such Subsidiary has set aside on its books such reserves or other appropriate provisions therefor as may be required by GAAP; or (b) the amount of which is de minimis .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This letter agreement will be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed therein, without giving effect to the principles thereof relating to the conflict of laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 878 (Fla. 4th DCA 2002) (finding local ordinance charging BellSouth a land occupation fee was not impliedly preempted by State legislation); Lowe v. Broward County, 766 So.2d 1199, 1207 (Fla. 4th DCA 2000) (finding a county ordinance recognizing domestic partner relations and allowing for benefits to be paid to domestic partners of county employees was not impliedly preempted by state marriage laws), rev. denied, 789 So.2d 346 (Fla.2001). The protection of the welfare of the local citizenry through the adoption of generally applicable land development regulations has been exclusively within the province of local government. Implied constraints within these particular areas should be even more carefully scrutinized. Cf. HTS Ind., Inc. v. Broward County, 852 So.2d 382 (Fla. 4th DCA 2003) (<HOLDING>). Applying the sanctions of the Bert Harris Act Options: A. recognizing that the question of whether courts should extend chevron deference to an agencys interpretation of an explicit preemption provision remains open B. holding that general categorical release clauses are narrowly construed C. recognizing that texas courts narrowly construe the intentional infliction of emotional distress doctrine D. recognizing that in areas historically legislated by the states the courts must narrowly construe any express preemption clauses so that if an ambiguity exists as to preemption nonpreemption should be found E. holding that courts should liberally construe the requirements of rule 3

assistant: The best answer is D. recognizing that in areas historically legislated by the states the courts must narrowly construe any express preemption clauses so that if an ambiguity exists as to preemption nonpreemption should be found
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 may be provided in a change in control agreement that is in effect for a Covered Executive at the time of a Change in Control between the Company and a Covered Executive, this Plan document, as it may be amended by the Committee, and the documents specifically referenced herein, or in such amendment, shall constitute the entire agreement between the Company and the Covered Executive with respect to the Benefits promised hereunder and no other agreements, representations, oral or otherwise, express or implied, with respect to such Benefits or any severance benefits shall be binding on the Company; provided that the Employment Agreement entered as of 17 June 2014 between Air Products and Mr. Ghasemi shall remain effective and shall control to the extent treatment under such agreement is more favorable to Mr. Ghasemi than under the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: drew blood, and resulted in a welt and two-inch cut on her leg that left a permanent scar. For the second beating, the principal struck the child on the buttocks several times with the same wooden paddle. The child struggled during the beating and hit her back on a desk. Thereafter, she was struck three additional times. She suffered from serious bruises on her buttocks which hurt for two to three weeks and back pains for several weeks. An examining physician and nurse considered the second beating severe enough to report as child abuse. In review, we held that “at some point, excessive corporal punishment violates the pupil’s substantive due process rights.” Id. at 653. Focusing on the physical harm and citing Rochin v. California, 342 U.S. 165, 72 S.Ct. 205, 96 L.Ed. 183 (1952) (<HOLDING>), we held that when a school official’s conduct Options: A. holding forced stomach pumping shocks the conscience and violates substantive due process B. recognizing 1983 substantive due process claim C. holding a judgment in the absence of notice violates due process rights D. holding that plaintiff must allege conduct so arbitrary and unreasonable that it shocks the conscience in order to state substantive due process claim in context of social workers alleged interference with parents custody rights E. holding forcible extraction of the contents of defendants stomach shocks the conscience and violates due process

assistant: The best answer is A. holding forced stomach pumping shocks the conscience and violates substantive due process
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: From and after the Closing for a period of seven (7) years following the Closing Date, each party hereto agrees that such party shall not, and Buyer shall cause the Companies not to, destroy, alter or otherwise dispose of any books and records of the Companies or that otherwise relate solely to the Business, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to the other party and offering to surrender to such party such books and records or a copy of such portions thereof. From and after the Closing and in addition to any requirements contained elsewhere in this Agreement, each party shall and shall cause its Subsidiaries to provide the other party and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the personnel, books and records of the Companies and that relate solely the Business with respect to periods or occurrences prior to the Closing Date to the extent that such access may be reasonably requested by the other party and would not jeopardize an applicable privilege, including in connection with financial statements and reporting obligations under Applicable Law or the requirements of any securities exchange or in the event of litigation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing of the Put Right transaction shall occur in accordance with the terms of the Sale Agreement. In the event that a Put Right transaction fails to close for any reason other than Owner’s breach or default under this Agreement or under the Sale Agreement or because of a failure of one or more representations or warranties by Seller under the Sale Agreement to be true and correct in all material respects as of the Closing Date (a “ Rep Condition Failure ”), or due to a Gaming Approval Failure and the Sale Agreement is terminated (any such failure to close for a reason other than such breach or default by Owner, a Rep Condition Failure or Gaming Approval Failure, a “ Put Right Closing Failure ”), Owner shall have the right to exercise the HLV Repurchase Right in accordance with the procedures set forth in Section 4 hereof. Either VICI or Owner shall have the right, to be exercised within twenty (20) days after the date the alleged Put Right Closing Failure occurs, to submit any dispute related to the failure to close to arbitration in accordance with the procedures set forth in Section 6 hereof in order to obtain a determination of the reason for such failure to close. If the Sale Agreement has been executed between the Parties, from and after such execution the terms and conditions of such Sale Agreement shall govern all disputes between the Parties other than the reason for such failure to close rather than the arbitration procedures set forth in Section 6 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement of the parties hereto regarding the matters set forth herein; supersedes all other prior agreements, representations and covenants, written or oral, with respect thereto; and may not be varied or amended except by a writing signed by all of the parties hereto.

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: No party may assign this Agreement or any of its rights or obligations hereunder and any assignment hereof will be null and void except that any Stockholder who is entitled to designate any Nominees hereunder may assign, in whole, but not in part, this Agreement as part of a transfer of its Common Stock and provided that the assignee executes a joinder agreement pursuant to which such assignee agrees to be bound by the terms hereof as a Stockholder hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, legal representatives and assignees for the uses and purposes set forth and referred to herein. Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights 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: In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in its discretion) satisfactory to Agent, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, errors and omissions, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less than $50,000,000, with deductibles and subject to an endorsement or assignment satisfactory to Agent.

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 party hereto, other than the Holder Representative (whose expenses shall be paid out of funds paid to the Holder Representative under Section 3.5 ) shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided , however , that the fees and expenses of the Auditor, if any, shall be paid in accordance with Section 3.4 ; provided , further , that Buyer shall pay (a) Transfer Taxes as provided for in Section 8.5(h) , (b) 50% of the fees payable to the Antitrust Authorities, (c) 50% of the Run-Off Policy and (d) any amounts due with regard to the R&W Policy; provided , further , that, in the event that the transactions contemplated hereby are not consummated, (i) the Company shall reimburse the Holder Representative for all costs and expenses incurred by the Holder Representative in connection with the transactions contemplated hereby, and (ii) Buyer shall pay all fees and expenses in connection with any financing arrangements regardless of whether such financing fees and expenses were to be incurred by the Company or any of its Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in the U.S. District Court for the Southern District of New York or in any New York state court sitting in New York, New York. Each Party irrevocably waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the exercise of personal jurisdiction by the U.S. District Court for the Southern District of New York or by any New York state court sitting in New York, New York over any such proceeding and irrevocably submits to the jurisdiction of such court in any such suit, action or proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty by either Company or the Member contained in this Agreement, and no statement contained on the Schedules or any other agreements, documents and instruments delivered to or to be delivered by or on behalf of either Company or the Member pursuant to this Agreement or any other agreements, documents and instruments to be executed and delivered by either Company in connection herewith, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 5.9 , there is no Action or Order pending or, to the Knowledge of Seller, threatened by any Third Party or Governmental Authority against the Company Group that, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a whole, or that challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by, or the performance by the Company Group of its obligations under, this Agreement or the other Transaction Documents.

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 legal provision and list the applicable contract clause categories. Provision: Licensee shall promptly inform Children’s of all matters that come to its attention that may affect the filing, prosecution, defense or maintenance of the Licensed Patents. Licensee certifies to Children’s on behalf of itself and any entity to which it conveys Licensed Rights, that they qualify for “small entity” status pursuant to 13 C.F.R. 121.802 and shall notify Children’s immediately in the event this no longer is the case. Children’s shall use its best efforts to promptly notify Licensee, within **** of Children’s receipt of all matters that come to its attention that may affect the filing, prosecution, defense or maintenance of the Licensed Patents.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any changes which youtube may make to the service , or for any permanent or temporary cessation in the provision of the service ( or any features within the service ) ; iii .

assistant: Limitation of liability
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 consent of the Borrower will be required for any assignment unless (i) a payment or bankruptcy (with respect to the Borrower) Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined in the Financing Documentation); provided , that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 business days after having received notice thereof. The consent of the Administrative Agent will be required for any assignment (i) in respect of the Revolving Credit Facility or an unfunded commitment under the Term Loan Facility, to an entity that is not a Lender with a commitment in respect of the applicable Facility, an affiliate of such Lender or an Approved Fund and (ii) in respect of the Term Loan Facility or any Incremental Term Loan Facility, to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund. The consent of the Issuing Bank and the Swingline Lender will be required for any assignment under the Revolving Credit Facility. Participations will be permitted without the consent of the Borrower or the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no action, suit, proceeding, or investigation pending or, to the Knowledge of such Selling Stockholder, overtly threatened against, nor any outstanding judgment, order, or decree against, such Selling Stockholder or any of its Subsidiaries before or by any Governmental Authority or arbitral body which in the aggregate have, or if adversely determined, would prevent or impair the consummation of the transactions contemplated by this Agreement.

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: that “Joshua, under certain circumstances, permits courts in this circuit to consider subsequent amfffffffffendments to official guidelines commentary when interpreting prior guidelines, even if the new commentary conflicts with a panel’s decision rendered pri- or to the amendment”). Our sister circuits abide by that self-same principle. See, e.g., Williams v. Ashland Eng’g Co., 45 F.3d 588, 592 (1st Cir.) (“An existing panel decision may be undermined by controlling authority, subsequently announced, such as an opinion of the Supreme Court, an en banc opinion of the circuit court, or a statutory overruling.”), cert. denied, — U.S. --, 116 S.Ct. 51, 133 L.Ed.2d 16 (1995); Mesa Verde Constr. Co. v. Northern Cal. Dist. Council of Laborers, 861 F.2d 1124, 1136 (9th Cir.1988) (en banc) (<HOLDING>); Landreth v. Commissioner, 859 F.2d 643, 648 Options: A. recognizing that deference to an agencys interpretation of the written law is appropriate only when that interpretation is within the written laws language B. holding that a three judge panel is free to reexamine the holding of a prior panel when the supreme court has undercut the theory or reasoning underlying the prior circuit precedent in such a way that the cases are clearly irreconcilable C. holding that one panel of this court is not bound by dicta in a previously published panel opinion D. holding that one panel of this court is bound by the precedent of an earlier panel absent en banc reconsideration or a superseding contrary decision of the supreme court E. holding that if a panel finds that a nlrb interpretation of the labor laws is reasonable and consistent with those laws the panel may adopt that interpretation even if circuit precedent is to the contrary

assistant: The best answer is E. holding that if a panel finds that a nlrb interpretation of the labor laws is reasonable and consistent with those laws the panel may adopt that interpretation even if circuit precedent is to the contrary
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: evidence supports a finding that Van Winkle did not suffer from disabling pain during the relevant period. To determine whether a claimant suffers from debilitating pain, the court applies the following two-part test announced in Duncan v. Sec’y of Health & Human Servs., 801 F.2d 847, 853 (6th Cir.1986): First, we examine whether there is objective medical evidence of an underlying medical condition. If there is, we then examine: (1) whether objective medical evidence confirms the severity of the alleged pain arising from the condition; or (2) whether the objectively established medical condition is of such a severity that it can reasonably be expected to produce the alleged disabling pain. See also McCormick v. Sec’y of Health & Human Servs., 861 F.2d 998, 1002-03 (6th Cir.1988) (<HOLDING>). Van Winkle did not suffer from disabling pain Options: A. holding that the bankruptcy reform act effectively overruled wrenn B. holding the plain legal prejudice test applies to voluntary dismissal under the code C. holding that the bankruptcy reform act of 1978 publ no 95598 92 stat 2549 precluded dismissal of cases pending before enactment of the reform act in order to refile under the act D. holding that the plaintiff could bring an asapplied challenge to the bipartisan campaign reform act despite the court upholding the statute on its face E. holding that the duncan test applies to the reform act of 1984 and to the commissioners superseding regulations on pain

assistant: The best answer is E. holding that the duncan test applies to the reform act of 1984 and to the commissioners superseding regulations on pain
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: she made to Mason. Detective Judah referenced the interview and the fact that he watched the interview take place via closed circuit television. He also mentioned that the interview was recorded absent defense objection. Mason likewise testified that the interview was recorded, again without defense objection, and was asked questions based on a transcript of the interview. In light of the repeated reference to the recording of the interview, we discern no manifest injustice resulting from the Commonwealth’s statement to the jury that the recording was excluded because it contained hearsay. We emphasize that the Commonwealth did not reference any of the recording’s content, simply the fact that the interview was recorded. Cf. Parker v. Commonwealth, 241 S.W.3d 805, 808-09 (Ky.2007) (<HOLDING>). Even if this reference was absent from the Options: A. holding witnesss prior consistent statement admissible in part because defense counsel implied during opening statement that witness had fabricated her testimony B. holding that a statement implying that the defendant was guilty of the crime for which he was on trial was inadmissible hearsay C. holding that a later statement was admissible despite illegal detention at home D. holding error where re cording which was later deemed inadmissible was played during opening statement E. holding the failure to call alibi witnesses promised during opening statement was not ineffective assistance of counsel

assistant: The best answer is D. holding error where re cording which was later deemed inadmissible was played during opening statement
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: PER CURIAM. AND NOW, this 10th day of November, 2009, appellant’s petition for reconsideration is GRANTED. This Court’s November 21, 2007 order in the instant matters is VACATED. The orders of the Commonwealth Court which sustained the preliminary objections of Heidelberg Township, et al, and Lower Oxford Township, et al., and dismissed without prejudice the Commonwealth of Pennsylvania, Office of Attorney General’s petitions for review, are hereby REVERSED. See Commonwealth, Office of the Attorney General v. Locust Twp., 600 Pa. 533, 968 A.2d 1263 (2009) Options: A. holding tort action accruing after original chapter 7 petition not part of estate when case converted to chapter 13 and then back to chapter 7 B. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff C. holding that chapter three of agricultural code 3 pacs 311318 authorizes attorney general to bring preenforcement action to invalidate or enjoin enforcement of local ordinance even if ordinance existed on chapter threes effective date D. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory E. holding that facts as they existed on the date of the original bankruptcy petition not on the date of conversion from chapter 13 to chapter 7 bankruptcy applied

assistant: The best answer is C. holding that chapter three of agricultural code 3 pacs 311318 authorizes attorney general to bring preenforcement action to invalidate or enjoin enforcement of local ordinance even if ordinance existed on chapter threes effective date
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 a condition to receiving the payments and benefits set forth in Section 4(b) or Section 4(c), Executive shall be required, within 60 days of Executive’s Date of Termination (including, without limitation, a Date of Termination that occurs after the expiration of the Term), to execute, deliver and not revoke (with any applicable revocation period having expired) a general release of claims in a form attached hereto as Exhibit D. To the extent required by Section 19, any payments or benefits that would otherwise have been made during such 60-­day period shall not be made and shall be accumulated and paid in a single lump sum on the expiration of such 60-day period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Federal and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so is not reasonably likely to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by Applicable Law.

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: (“The theoretical basis for the duress defense is excuse____[A]l though a defendant has the mental state [that] the crime requires, his conduct ... is excused or justified because he has ... avoided a harm of greater magnitude.”) (emphasis omitted), rev’d, 444 U.S. at 397, 100 S.Ct. 624; see also Wayne R. LaFave & Austin W. Scott, Jr., Substantive Criminal Law § 5.3, at 614-15 (1986) (noting that duress does not negate mental state or volitional act, but instead justifies the intended criminal act). But cf. United States v. Mitchell, tion, Driving While Intoxicated: “Choice of Evils” Defense That Driving Was Necessary to Protect Life or Property, 64 A.L.R.4th 298 passim (1989) (discussing defense of necessity in DWI cases); but compare id. at § 1(a) (asserting legal distinc 985) (<HOLDING>); see also State v. Alexander, 24 Kan.App.2d Options: A. holding that delay while awaiting arrival of dwi enforcement officer even though officer who initiated the stop was qualified to perform dwi investigation was for legitimate law enforcement purposes because dwi officer brought greater expertise to scene and could complete dwi investigation more rapidly B. holding that a party who can show a significant risk of irreparable harm has demonstrated that the harm is not speculative C. recognizing that damages are speculative only if their existence is uncertain not if the amount itself is uncertain D. holding that delay while awaiting arrival of dwi enforcement officer was for legitimate law enforcement purposes because dwi officer was more experienced and could complete dwi investigation faster E. holding in dwi case that defense of competing harms was unavailable where threatened harm was only speculative and uncertain

assistant: The best answer is E. holding in dwi case that defense of competing harms was unavailable where threatened harm was only speculative and uncertain
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 execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate in any material respect any provision of any Applicable Laws relating to any Credit Party, any of the Organizational Documents of any Credit Party, or any order, judgment or decree of any court or other agency of government binding on any Credit Party; (b) except as could not reasonably be expected to have a Material Adverse Effect, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any other Contractual Obligations of any Credit Party; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party (other than any Liens created under any of the Credit Documents in favor of the Collateral Agent for the benefit of the holders of the Obligations) whether now owned or hereafter acquired; or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Credit Party, in each case to the extent such approval or consent is not obtained.

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of all such underfunded Plans.

assistant: Erisa
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 provisions of this Agreement shall inure to the benefit of Employer, its successors and assigns, and shall be binding upon Employer and Employee, its and his heirs, personal representatives and successors, including, without limitation, Employee’s estate and the executors, administrators or trustees of such estate.

assistant: Benefits
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 a condition to the delivery of any shares pursuant to the vesting of the Restricted Stock, the Participant is required to pay tax withholding obligations that arise in connection with the vesting of the Restricted Stock. The Company shall satisfy the tax withholding obligations arising in connection with release of restrictions on Shares of Restricted Stock held by Participant (where withholding is required at the time of release of restrictions on Shares of Restricted Stock or as may be determined by the Company from time to time) by withholding shares of Common Stock that would otherwise be available for delivery upon the vesting of this award having a Fair Market Value on the date of the release equal to the minimum statutory withholding obligation or such other withholding obligation required by applicable law or require a Participant satisfy its withholding obligation in some other form as determined Company from time to time and in accordance with applicable law.

assistant: Tax 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: new or worsened environmental conditions that require “further” remediation. However, the Reservation of Rights clause can also reasonably be read to encompass environmental conditions known to New York when the District Court filed the settlement order. The clause is not explicitly limited to unknown or worsened environmental conditions, nor does it state that New York must base its decision to initiate further proceedings on its review of the site investigation reports. Because the settlement order is ambiguous and the parties have not had a full opportunity to present extrinsic evidence of their intent, we remand to the District Court so that it may consider such evidence in determining the parties’ intent. See In re Holocaust Victim Assets Litig., 282 F.3d 103, 111 (2d Cir.2002) (<HOLDING>). We have considered all remaining arguments Options: A. holding that a motion to terminate a consent decree was moot because there was no consent decree left to be terminated B. holding that a motion to terminate a consent decree was moot because the challenged provisions of the decree had expired C. holding that consent decree could not preclude plaintiffs from bringing claims that could not have been brought at time consent decree was filed and to which they were legally and procedurally entitled D. holding consent decree provision ambiguous and vacating and remanding to the district court to permit submission of extrinsic evidence E. holding that the district court did not have jurisdiction and remanding the matter to state court

assistant: The best answer is D. holding consent decree provision ambiguous and vacating and remanding to the district court to permit submission of extrinsic evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before January 30, 2018.; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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 execution, delivery, and performance by such Purchaser of this Agreement and the Registration Rights Agreement, if applicable, and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which such Purchaser is a party, or (iii) result in a violation of any Law, rule, regulation, order, judgment, or decree (including federal and state securities Laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights, or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

assistant: No Conflicts
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: authority fails to make a written offer to settle the claim or which otherwise cannot be resolved using the benefits analysis in section (1).” 715 So.2d at 966-67. This is so because section 73.092 contains a “gap” by failing to provide a method for calculating attorney’s fees in cases in which the benefits analysis is not applicable and the proceeding is not a supplemental one. Id. at 966. Application of subsection (2) in those proceedings is necessary to give effect to the legislature’s intent that the landowner receive attorney’s fees under section 73.092 based on the landowner’s constitutional right to full compensation in eminent domain proceedings. Id.; see also City of N. Miami Beach v. Reed, 28 Fla. L. Weekly D2219, - So.2d -, 2003 WL 22187977 (Fla. 3d DCA Sept.24, 2003) (<HOLDING>). Because it was impossible to measure the Options: A. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees B. holding that offer of judgment made to fee owner under statutes and rules no longer applicable did not cut off fee owners right to fees because offer did not state it was being made free and clear of the tenants claims and because in any event condemning authority had made substantial changes to the construction plans and design which decreased the scope of the taking thereby reducing the amount awarded to landowner at trial C. holding defendant landowner entitled to appellate attorneys fees and costs where condemning authority appealed fee award and defendant prevailed D. holding that section 730922 should be applied to determine an attorneys fee award in eminent domain proceedings when no offer is made by the condemning authority thus making subsection 1 inapplicable E. holding that when an attorney fee award is made under a statute that does not define reasonable the award should be determined in light of all cetreumstances emphasis added

assistant: The best answer is D. holding that section 730922 should be applied to determine an attorneys fee award in eminent domain proceedings when no offer is made by the condemning authority thus making subsection 1 inapplicable
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: system because without it the basic system of marshaling assets and the distribution of proceeds to creditors would be an impossible task." Kilpatrick v. Kilpatrick, 205 S.W.3d 690, 702 (Tex.App.2006). . 1 14 Many courts, however, have disagreed with this view. In Crawford, the Second Cireuit thoroughly addressed this precise is sue and explicitly rejected the reasoning in Kunica. The Second Circuit noted that seetion 349(b)(8) makes no distinction between property that the debtor disclosed or failed to disclose. Crawford, 758 F.3d at 484-85. And it refused to read section 554 as overriding the broad and clear language of seetion 349(b)(8) revesting the property of the estate in the debtor upon dismissal,. Id. at 484 ("We cannot vie 793, 801 N.Y.S.2d 271, 275-76 (N.Y.App.Div.2005) (<HOLDING>); Norris v. Brookshire Grocery Co., 362 S.W.3d Options: A. holding that all property regardless of disclosure revests in the debtor upon dismissal and declining to follow kunmica and kilpatrick because the debtor did not benefit from and the creditors were not impaired by the bankruptey proceedings or the dismissal B. holding that all property regardless of disclosure revests in the debtor upon dismissal and declining to follow kunmica because the debtor did not obtain the functional equivalent of a discharge C. holding debtor could include property because the bank accepted payments directly from the debtor and had previously allowed the debtor to cure default D. holding that the debtor lacked standing to bring a claim against the internal revenue service for the improper assessment of a tax deficiency because the cause of action was the property of the estate and had not been abandoned to the debtor E. holding that the debtor could retain exempt property because it was not property of the estate

assistant: The best answer is B. holding that all property regardless of disclosure revests in the debtor upon dismissal and declining to follow kunmica because the debtor did not obtain the functional equivalent of a discharge
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment or waiver of any provision of this Security Agreement nor consent to any departure by any Grantor herefrom shall be effective unless the same shall be in writing and executed by the affected Grantor and the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: our services may allow you to access , use or interact with websites , apps , content or other products and services provided by facebook and other facebook affiliates ( collectively `` facebook companies '' ) , or third parties ( `` third-party services '' ) .

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: (i) Promptly notify Secured Party (A) of any material claim, action, or proceeding affecting title to all or any of the Collateral, (B) of any material damage to or loss of Collateral, (C) of the occurrence of any other event or condition (including, without limitation, matters as to Lien priority) that could reasonably be expected to have a material adverse effect on the Collateral (taken as a whole) or the Security Interest created hereunder, or (D) of the commencement and termination of any period during which any Vessel is requisitioned.

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: In addition to the Commission, LE will reimburse Agent for all other reasonable out-of-pocket expenses actually incurred in its performance of the Services in accordance with Appendix #4 (“ Expenses ”). To the extent reasonably practicable, Agent will provide LE with notice of such Expenses prior to incurring them. If directed by Agent, LE will pay directly any or all third-party contractors providing Services to or for the benefit of LE.

assistant: Expenses