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: Set forth on Schedule 3.20 is a complete and accurate list of all Intellectual Property (as defined in Section 2.20) owned or licensed by Parent, and accurately identifies all Persons from which or to which Parent licenses all such listed Intellectual Property.

assistant: Intellectual Property
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 and its subsidiaries shall maintain, or cause to be maintained, all material environmental permits or other governmental authorizations necessary to conduct their businesses as described in the Prospectus, and the Company and its subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits and other governmental authorizations and under applicable environmental laws, except where the failure to maintain or be in compliance with such permits and other governmental authorizations would not reasonably be expected to have a Material Adverse Change.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT, NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. IN ANY SUCH JUDICIAL PROCEEDING, THE PREVAILING PARTY SHALL BE ENTITLED TO ITS REASONABLE ATTORNEY'S FEES, COSTS AND EXPENSES.

assistant: Waiver Of Jury Trials
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 filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”). As of their respective dates, except as stated on Schedule 2.1(h) , the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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: This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or a “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Guarantee signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 319, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979) (emphasis in original). If the answer is yes, the jury verdict of guilty cannot be set aside. See id. This standard of review draws no distinction between direct and circumstantial evidence. Indeed, the law recognizes that a guilty verdict can be based entirely on circumstantial evidence, see United States v. MacPherson, 424 F.3d 183 (2d Cir. Sept. 13, 2005); United States v. Morgan, 385 F.3d 196, 204 (2d Cir.2004), and that elements going to the operation of a defendant’s mind, such as willfulness, can often be proved only through circumstantial evidence, see United States v. Salameh, 152 F.3d 88, 143 (2d Cir.1998); United States v. Nersesian, 824 F.2d 1294, 1314 (2d Cir.1987); see also United States v. Crowley, 318 F.3d 401, 409 (2d Cir.2003) (<HOLDING>). Moreover, a reviewing court must examine the Options: A. recognizing that parties had right to trial by jury in trespass action but holding that parties waived that right under cr 3804 by not filing a demand for a jury trial B. recognizing mens rea issues as especially suited for resolution by a trial jury C. holding that the sixth amendments guarantee of a trial by jury requires the jury to base its verdict only on the evidence presented at trial D. recognizing the right to waive a jury trial E. holding that a defendants counterclaim that is based on the breach of the same maritime insurance contract as the main claim cannot be granted a jury trial because the resolution of the defendants claim would dispose of all or part of the plaintiffs action the net result would be to resolve the case in a jury trial despite the plaintiffs 9h election

assistant: The best answer is B. recognizing mens rea issues as especially suited for resolution by a trial jury
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 Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. Notwithstanding anything herein to the contrary, in the event an Award is granted to an Eligible Individual who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may modify the provisions of the Plan and/or any such Award as they pertain to such individual to comply with and account for the tax and accounting rules of the applicable foreign law so as to maintain the benefit intended to be provided to such participant under the Award.

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: The trial court’s unappealed ruling becomes the law of the case, and we must assume the trial court was correct in ruling that a bicycle is not a vehicle. Resolution Trust Corp. v. Eagle Lake & Golf Condominiums, 310 S.C. 473, 427 S.E.2d 646 (1993). As such, Shives cannot be a Class I insured because none of Shives’s vehicles were involved in the accident. Instead, Shives is a Class II insured; therefore, he cannot stack multiple coverages. Even if the bicycle is a vehicle under section 38-77-160, Shives cannot stack additional UIM coverage because an insured can stack UIM coverage only in an amount equal to the UIM coverage on the vehicle involved in the accident. Because there was no UIM coverage on the bicycle, Shives cannot stack. See Howard, 288 S.C. at 11, 339 S.E.2d at 504 (<HOLDING>); Ohio Cas. Ins. Co. v. Hill, 323 S.C. 208, 473 Options: A. holding that the amount of coverage determines whether a vehicle is underinsured B. holding section 3877160 clearly limits the amount of coverage which may be stacked from policies on vehicles not involved in the accident to an amount no greater than the coverage of the vehicle involved in that accident C. holding that policy limits are not a defense to coverage and that policy limits define the amount of coverage D. holding that new mexicos uninsured motorist statute nmsa 1978 section 665301 1983 requires an insurer to offer um7 uim coverage in an amount equal to the liability limits of the policy and that the choice of the insured to purchase any lower amount functions as a rejection of that maximum amount of coverage statutorily possible E. holding that excess coverage in four policies was not triggered until primary insurer satisfied the requirements necessary to trigger the excess insurers coverage and paid the full amount of its limits

assistant: The best answer is B. holding section 3877160 clearly limits the amount of coverage which may be stacked from policies on vehicles not involved in the accident to an amount no greater than the coverage of the vehicle involved in that accident
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 Buyer and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold under applicable Law with respect to the making of such payment, and such withheld amounts shall be remitted by Buyer or the Escrow Agent (as applicable) to the applicable Governmental Entity within the time and in the manner required by applicable Law and shall be treated for all purposes of this Agreement as having been paid to the party in respect of whom such deduction and withholding was made.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that other items in the car, including the backpack, contained evidence of a methamphetamine lab. In fact, the evidence permits no other plausible inference. Therefore, the trial court properly determined that the search was supported by subjective probable cause. We turn to the issue of objective probable cause. Defendant argues: “From an objective standpoint, the backpack did not suggest that it contained crime evidence. Dahl testified that the backpack was closed and that he could not see inside the pack to determine its contents. Although defendant had previously been searched incident to his arrest, the only thing found on defendant’s person was a bindle that ‘didn’t appear to have much in it.’ * * * That evidence would not support probable cause to believ 68 P2d 1338 (1994) (<HOLDING>); State v. Cromwell, 109 Or App 654, 658, 820 Options: A. holding warrantless search of defendants automobile four days after impoundment was permissible under requirements of fourth amendment and state constitution where officers had probable cause to search vehicle when it was impounded and that probable cause continued between the time of the impoundment and the search B. holding that officers had probable cause to search the defendants van for drugs where among other facts the defendant had voluntarily retrieved half a gram of methamphetamine from the vehicle and had acted surreptitiously in doing so C. holding among other things that the officers observations that the defendant was under the influence of a controlled substance without more did not establish probable cause to believe that the defendant had committed a crime D. holding that where other evidence established probable cause to believe that the defendant possessed controlled substances investigating officers had probable cause to search the defendants purse for similar evidence E. holding that the protective sweep of a van was lawful where officers stopped the van on reasonable suspicion that the driver had just committed an armed bank robbery and officers could not see inside the van to determine whether other occupants posed a danger to them

assistant: The best answer is B. holding that officers had probable cause to search the defendants van for drugs where among other facts the defendant had voluntarily retrieved half a gram of methamphetamine from the vehicle and had acted surreptitiously in doing so
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: categories .... “ ‘[U]nless an employee at will identifies a specific expression of public policy, he may be discharged with or without cause.’ ” Id. (quoting Pierce v. Ortho Pharmaceutical Corp., 84 N.J. 58, 417 A.2d 505, 512 (1980)). Accordingly, the courts interpreting New Mexico law have adhered to the rule that retaliatory discharge is a narrow exception to the rule of employment at will and have refused to expand its application. See Zaccardi v. Zale Corp., 856 F.2d 1473, 1475-76 (10th Cir.l988)(discharge for refusal to take polygraph examination did not violate public policy); Ellis v. El Paso Natural Gas Co., 754 F.2d 884, 885 (10th Cir.1985) (discharge for use of employer’s grievance procedure did not violate public policy); Jeffers v. Butler, 762 F.Supp. 308, 310 (D.N.M.1990)(<HOLDING>), aff'd without opinion, 931 F.2d 62 (10th Options: A. holding that no public policy stated where employee and not public at large would benefit from employees whistleblowing actions B. holding that employees retaliatory discharge based on employees election to public office did not violate public policy C. holding employees identified no clear public policy which their termination violated D. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy E. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public

assistant: The best answer is A. holding that no public policy stated where employee and not public at large would benefit from employees whistleblowing actions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: In the event that we or any of our representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request,

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Personal Ins. Co., 79 A.3d 1141, 1148 (Pa.Super.Ct.2013) (citations and internal quotation marks omitted). 7 . Id. at 1149 (citations omitted). 8 . Barkes v. First Corr. Med., Inc., 766 F.3d 307, 316 (3d Cir.2014) (citation and internal quotation marks omitted). 9 . See Rhodes v. USAA Cas. Ins. Co., 21 A.3d 1253, 1263 (Pa.Super.Ct.2011). 10 . Post v. St. Paul Travelers Ins. Co., 691 F.3d 500, 523 (3d Cir.2012) (citation and internal quotation marks omitted). 11 . Condio v. Erie Ins. Exch., 899 A.2d 1136, 1145 (Pa.Super.Ct.2006). 12 . To the extent the Miezejewskis argue the claim representative was not permitted to make an initial offer pending further discovery on the basis of the information already submitted to the insurer, they misconstrue Pennsylvania law. See id. at 1151 (<HOLDING>). 13 .There is simply no evidence that the Options: A. holding insurer not liable for bad faith when it denied insureds claim based on a good faith dispute regarding the interpretation of a rule B. holding that a bad faith claim is a tort C. holding that insurer did not engage in bad faith by relying on the equivocal contents of a police report in taking an initial position pending further investigation and evaluation that claimant was not entitled to uim benefits D. holding insurer was not acting in bad faith in denying underinsured motorist benefits where denial was based on an issue of law unsettled in iowa and on which other jurisdictions disagreed E. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith

assistant: The best answer is C. holding that insurer did not engage in bad faith by relying on the equivocal contents of a police report in taking an initial position pending further investigation and evaluation that claimant was not entitled to uim 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 case excerpt and choose the best holding from the options. Case excerpt: Defendant to supervision. Because the Court was silent at sentencing as to whether its sentence would run concurrent or consecutive to any other sentence, it must look to the law with respect to the applicable presumption under these circumstances. Prior to 1984, Congress provided little guidance as to whether sentences ran concurrently or consecutively when the Judge was silent as to either at sentencing. The most relevant statutory provision prior to the Sentencing Reform Act was 18 U.S.C. § 3568, and this gave rise to conflicting interpretations regarding a federal district court’s authority to impose a sentence consecutive or concurrent to a state term. See United States v. Hardesty, 958 F.2d 910, 912-14 (9th Cir.1992), cert. denied, — U.S. -, 113 S.Ct. 1429, 122 L.Ed.2d 797 (1993) (<HOLDING>), and cases cited therein. Compare United Options: A. recognizing conflict between interests of the highest order B. recognizing the conflict C. recognizing possible conflict between the cases D. recognizing conflict E. recognizing conflict between circuits

assistant: The best answer is E. recognizing conflict between circuits
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 agreements in this Section and the indemnity provisions of Section 10.02(e) will survive the resignation of the Administrative Agent and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: procuring all five wastewater easements and that the allegations underlying CONA’s negligent misrepresentation, statutory fraud, and aiding and abetting fraud claims all implicate the same negligence-based conduct. Therefore, although labeled as non-negligence claims, CONA’s claims for statutory fraud and aiding and abetting fraud are not claims other than ones for negligence. Instead, they are recharacterized claims for negligence arising out of the provision of professional services by a licensed or registered professional and, thus, are subject to civil practice and remedies code section 150.002’s certificate of merit requirement. Compare CH2M Hill Trigon, Inc. v. J7 Contractors, Inc., No. 10-10-00058-CV, 2010 WL 3619898, at *7-9 (Tex.App.-Waco Sept. 15, 2010, no pet.) (mem. op.) (<HOLDING>) with Curtis, 315 S.W.3d at 107-08 (holding Options: A. holding that counterclaims for defamation and tortious interference constituted distinct affirmative claims for relief not claims for recoupment and thus were timebarred under indiana trial rule 13j1 B. holding state law tortious interference and unjust enrichment claims preempted where there was no finding of actual fraud and the conduct was based on nothing more than misconduct before the pto C. holding that where both defamation and tortious interference claims are pled and are based on same facts minnesota law requires the application of the actual malice standard to tortious interference claims D. holding that claims of tortious interference and fraud constituted claims of professional negligence and thus required certificate of merit because underlying complaint was that appellee was injured by appellants failing to disclose information and providing inaccurate information E. recognizing relevance of information and that need for this information outweighs the burden to appellants

assistant: The best answer is D. holding that claims of tortious interference and fraud constituted claims of professional negligence and thus required certificate of merit because underlying complaint was that appellee was injured by appellants failing to disclose information and providing inaccurate information
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 Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the Disclosure Documents, there is no pending or, to the Borrower’s knowledge, threatened action or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to have a Material Adverse Effect.

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: the extent of Diana’s community interest is governed by the fraction formula established in Taggart v. Taggart, 552 S.W.2d 422 (Tex.1977), whereas the value of her interest is governed by the Berry formula. Under the Taggart formula, the extent of the nonmember spouse’s community interest in retirement benefits is calculated by dividing the number of months married under the plan by the total number of months employed at retirement. Thus, when applied to his service record, Eddie’s purported hybrid Taggart-Berry formula yields the following: Eddie’s argument is unavailing for two' reasons. First, and more importantly, the Berry court, though expressly declining to overrule Taggart, significantly altered the Taggart formula. See Shanks v. Treadway, 110 S.W.3d 444, 446 n. 3 (Tex.2003) (<HOLDING>); Wilson v. Uzzel, 953 S.W.2d 384, 390 Options: A. recognizing the general rule that offerors may revise any aspect of their proposals they see fit including portions that were not the subject of the amendment and discussions B. recognizing that berry altered the apportionment and valuation portions of the taggart formula C. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties D. recognizing that fdutpa cases apply a benefit of the bargain damages formula E. recognizing that joint and several liability of 107 seems unfair but the solution is found in apportionment and contribution

assistant: The best answer is B. recognizing that berry altered the apportionment and valuation portions of the taggart formula
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 incompletely redacted Meadows at Kyle II contracts — and Whittington’s specific denial in response to that question. Duncan asked, and more to the point, Whittington lied, precisely because the fact was material. Whittington’s only argument of any substance on this element is that the fiduciary relationship arose so late — at or after each closing — that his fiduciary duty could not have been breached by any failure to disclose. It is true that Texas law teaches that a fiduciary duty must exist before it can be breached. “[T]he trust giving rise to the fiduciary relationship must exist prior to the act creating the debt, i.e. the debtor must have been a trustee' prior to his or her wrongdoing.” Cardwell, 2011 WL 6338813, at *8; Willis v. Donnelly, 199 S.W.3d 262, 276-77 (Tex.2006) (<HOLDING>); Meyer v. Cathey, 167 S.W.3d 327, 331 Options: A. holding that a breach of duties that a fiduciary contractually assumes beyond those duties imposed by law is considered to arise out of contract B. holding that there could be no claim for breach when allegedly wrongful actions occurred before the alleged fiduciary attained the position that triggered the duties C. holding there was no evidence to support the existence of any alleged fiduciary duty D. holding that first amendment barred adults breach of fiduciary duty claim against pastor for actions that occurred when parishioner was a minor E. holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions

assistant: The best answer is B. holding that there could be no claim for breach when allegedly wrongful actions occurred before the alleged fiduciary attained the position that triggered the 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 case excerpt and choose the best holding from the options. Case excerpt: Tort Claims Rossi’s action in the district court asserted four state law torts; 1) tortious interference with contractual relations, 2) tortious interference with prospective economic advantage, 3) libel and defamation, and 4) intentional infliction of emotional distress (IIED). Because there is no genuine issue of material fact as to any of these claims, each must fail, To establish a claim for tortious interference with contractual relations, Rossi must prove “the absence of justification on the defendant’s part ...” Lee v. Aiu, 85 Hawai'i 19, 936 P.2d 655, 668 (1997). Rossi must also establish the absence of justification to prevail on his intentional interference with prospective economic advantage claim. See Kutcher v. Zimmerman, 87 Hawai'i 394, 957 P.2d 1076, 1087 n. 15 (1998) (<HOLDING>). The MPAA’s compliance with the notice and Options: A. holding that an action for tortious interference with prospective economic advantage may not be directed against an individual who is an officer and the sole stockholder of a corporation which is a party to the economic relationship at issue B. holding that the difference between interference with contract and prospective relations is that second tort requires showing of malice C. recognizing the tort of wrongful interference with anothers business relations D. recognizing action for tortious interference with prospective advantage E. recognizing the tort of interference with prospective contractual relations as a subspecies of the broader tort of interference with prospective economic advantage

assistant: The best answer is E. recognizing the tort of interference with prospective contractual relations as a subspecies of the broader tort of interference with prospective economic advantage
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 Release Agreement constitutes the entire agreement and understanding of the parties with respect to the release of claims provided for herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to such release of claims. Executive acknowledges and agrees that she is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Release Agreement. This Release Agreement may not be altered or modified other than in a writing signed by Executive and an authorized representative of the Company.

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: Subject to the terms and conditions hereinafter set forth, at the Closing (defined below), Seller shall sell, convey, transfer, and deliver to Purchaser: (i) a certificate representing the Purchased Shares; and (ii) a certificate representing the Warrants to purchase Seller’s common stock, substantially in the form attached hereto as Exhibit A, in consideration of the Purchase Price. The certificates representing the Purchased Shares and Warrants shall be duly issued in the name of the Purchaser. The Purchaser’s delivery address is 670 White Plains Road, Suite 120, Scarsdale, New York 10583.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, reckonings, controversies, omissions, promises, trespasses, debts, liabilities, obligations, losses, damages, orders, writs, injunctions, citations, awards and judgments whatsoever, in law or in equity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however , that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to Releasor’s service as a former director of the Company provided in any contract or agreement with the Company, any insurance policy of the Company or the formation or organizational documents of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to return monies paid by or on behalf of the class members. The amount of these monies may be reasonably obtained from [LSRC’s] records.” Thus, the Keys proved that through the time-sequential job numbers assigned to each of LSRC’s contracts with putative class members from a point certain in time (i.e., from whatever point in time suit is timely based on the application, if any, of LSRC’s statute-of-limitations affirmative defense to the certified class claims for declaratory-judgment and DTPA section 17.50(a)(4) (Violation of Chapter 541 of the Texas Insurance Code) claims, the damages of each class member may be established solely by reference to the amount of LSRC’s contract with that class member. See Swv . Bell Tel. Co. v. Mktg. on Hold Inc., 308 S.W.3d 909, 923-24 (Tex. 2010) (<HOLDING>). LSRC asserts that even if this is true— so Options: A. holding that trial court did not abuse its discretion by determining predominance was not defeated by differing amount of damages each class member would be entitled to when calculations could be computed from defendants records B. holding that rule 23b2 calls for injunction as to all class members or to none of them and does not authorize class certification when each class member would be entitled to an individualized award of monetary damages C. holding that where named plaintiff was employee of class counsel district court did not abuse its discretion by denying class certification D. holding that trial court did not abuse its discretion by determining expert witness was qualified to testify E. holding that fdcpa statutory damages did not predominate over the requested equitable relief because given the defendants net worth and the number of class members each class member would be entitled to receive only 025 in statutory damages

assistant: The best answer is A. holding that trial court did not abuse its discretion by determining predominance was not defeated by differing amount of damages each class member would be entitled to when calculations could be computed from defendants 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: Your expense report for expenses incurred through the Resignation Date must be received within three business days after the Resignation Date. You will be reimbursed for expenses incurred through the Resignation Date in accordance with ordinary Company reimbursement practices and policies. If a final accounting of these new expenditures indicates that you owe the Company any amount (e.g., for charges to Company accounts) after your expense reports have been processed, you must pay such amount within three days after the Resignation Date.

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 case excerpt and choose the best holding from the options. Case excerpt: § 2252A and that a conviction for both offenses based on the same conduct violates the Double Jeopardy Clause. Id. at 1374-75 (citations omitted). That said, the Eleventh Circuit found in Bobb that the defendant’s convictions for both receipt and possession of child pornography did not violate the Double Jeopardy Clause because his convictions were “based on two distinct offenses, occurring on two different dates, and proscribed by two different statutes.” Bobb, 577 F.3d at 1375; see also United States v. Overton, 573 F.3d 679, 697-98 (9th Cir.2009) (finding that conviction for receipt and possession of child pornography did not violate the Double Jeopardy Clause because the convictions were based on separate conduct); United States v. Polouizzi, 564 F.3d 142, 158-59 (2d Cir.2009) (<HOLDING>); United States v. Wendehake, No. 06-14040-CR, Options: A. holding that the double jeopardy clause did not bar charging the defendant with both receipt and possession of child pornography where the defendant was charged with possessing a set of files that did not form the basis for a separate receipt count B. holding that double jeopardy clause did not apply to forfeiture proceeding before the court C. holding that appellants specific factual denial of receipt was sufficient evidence to defeat the presumption of receipt raised by a docket entry showing mailing D. holding that the double jeopardy clause did not bar resentencing on counts that were affirmed on appeal when a sentence of imprisonment on another count was vacated 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 the double jeopardy clause did not bar charging the defendant with both receipt and possession of child pornography where the defendant was charged with possessing a set of files that did not form the basis for a separate receipt count
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 Employee acknowledges that in the course of the Employee’s employment with ARA the Employee has become familiar with trade secrets and other confidential information concerning ARA and its subsidiaries, that the Employee’s services were of special, unique and extraordinary value to ARA and its affiliates, and that but for Employee’s employment with ARA, Employee would not have had access to ARA’s trade secrets or other confidential information.

assistant: General
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: Amendment rights of association.” Am. Compl. ¶ 3.5. Assuming arguendo that Plaintiffs have standing to bring a suit on behalf of their patrons— which the Court highly doubts — Plaintiffs have failed to demonstrate that the statute violates their patrons’ First Amendment right to “association for social purposes.” See Reply at 6. First, it is doubtful that patrons who are unable to frequent Plaintiffs’ commercial establishments will suffer any First Amendment harm. As the Supreme Court, in City of Dallas v. Stanglin, stated, “[i]t is clear beyond cavil that dance-hall patrons, who may number 1,000 on any given night, are not engaged in the sort of ‘intimate human relationships’ referred to in Roberts.” 490 U.S. at 24, 109 S.Ct. 1591; see also Roberts, 468 U.S. at 621, 104 S.Ct. 3244 (<HOLDING>). Second, Plaintiffs have failed to articulate Options: A. holding that rico claims were personal and plaintiffs were therefore entitled to sue on their own because their injuries were distinct from the injuries to creditors in general resulting from the diversion of corporate assets B. holding that carrier was entitled to summary judgment on claim regarding false statements that claimants were not entitled to coverage because the claim was limited to complaints about delays claim handling and disputes regarding entitlement to benefits C. holding that local jaycees chapters which were neither small nor selective and whose activity central to the formation and maintenance of the association involves the participation of strangers were not entitled to constitutional protection regarding their decision to exclude women D. holding that plaintiff was not entitled to rely on a defendants jurydemand where the defendant had neither a constitutional nor a statutory right to make such a demand E. holding that where the first amendment does not protect a certain activity there can be no first amendment right of association to engage in that activity

assistant: The best answer is C. holding that local jaycees chapters which were neither small nor selective and whose activity central to the formation and maintenance of the association involves the participation of strangers were not entitled to constitutional protection regarding their decision to exclude women
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Delayed Draw Ticking Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers hereunder shall be payable prior to 1:00 p.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and without set-off, counterclaim or other deduction of any nature (subject to Section 6.9.2 [Payments Free of Taxes]), and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate in the case of Loans or other amounts due in Dollars, or the Overnight Rate in the case of Loans or other amounts due in Canadian Dollars, with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts of the applicable currencies where such computations are required) and shall be deemed an “account stated”. All payments of principal and interest made in respect of the Loans must be repaid in the same currency (whether Dollars or Canadian Dollars) in which such Loan was made and all Unpaid Drawings with respect to each Letter of Credit shall be made in the same currency (whether Dollars or Canadian Dollars) in which such Letter of Credit was issued. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the applicable Borrower(s) with the Administrative Agent.

assistant: Payments
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: in favor of the United States upon all property and rights to property, whether real or personal, belonging to such person.” “The threshold question ... in all cases where the Federal Government asserts its tax lien, is whether and to what extent the taxpayer had property or rights to property to which the tax lien could attach.” Aquilino v. United States, 363 U.S. 509, 512, 80 S.Ct. 1277, 4 L.Ed.2d 1365 (1960) (internal quotation marks omitted). “[A]l-though state law creates legal interests and rights in property, federal law determines whether and to what extent thos ndard of “choateness” before the federal tax hen arises can prime a federal tax lien. See United States v. Equitable Life Assurance Society of the United States, 384 U.S. 323, 328, 86 S.Ct. 1561, 16 L.Ed.2d 593 (1966) (<HOLDING>). A state-created lien is choate only when Options: A. holding that a public administrator was not entitled to attorneys fees in a claim against the estate of a former guardian where the case was not one where attorneys fees were authorized and there was no evidence to support the award B. holding that a federal tax lien was entitled to priority over a mortgagees inchoate claim for attorneys fees C. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees D. holding party should have segregated attorneys fees for fraud claim from attorneys fees for contract claim based largely on the difference between the essential elements of each claim E. holding that plaintiffs are entitled to attorneys fees for time spent litigating the fees issue on appeal under title viis attorneys fee provision

assistant: The best answer is B. holding that a federal tax lien was entitled to priority over a mortgagees inchoate claim for attorneys fees