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) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, ANY NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, ANY NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, ANY NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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 legal provision and list the applicable contract clause categories. Provision: The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or the Participant’s estate or any permitted transferee, an amount sufficient to satisfy any Tax-Related Items. Unless otherwise determined by the Committee (or a subcommittee thereof), in its sole discretion, the Company shall, in order to satisfy such Tax-Related Items, (a) in connection with the vesting of any RSUs, retain a portion of the shares of Common Stock that would otherwise be paid, and (b) in connection with the payment any accrued dividends, retain a portion of the shares of Common Stock that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such Tax-Related Items.

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 case excerpt and choose the best holding from the options. Case excerpt: of marital misconduct. We find the trial court did not err in finding no marital misconduct that impacted the judgment. Wife next argues the trial court failed to consider all of the marital assets in its division of marital property. Specifically, wife argues the 1993 Dodge Caravan was actually wife’s separate property and the trial court did not consider certain items husband purchased after the separation. Wife argues the 1993 Dodge Caravan was her separate property because husband had gifted it to her. However, wife listed the 1993 Dodge Caravan as marital property on her First Amended Financial Statement. Therefore, even if the trial court did err in treating the vehicle as marital property, it was “invited error.” See Kettler v. Kettler, 884 S.W.2d 729, 732 (Mo.App. E.D.1994) (<HOLDING>). Wife further argues the trial court did not Options: A. holding that an appellant is not permitted to rely on invited error on appeal B. holding that invited error does not entitle the defendant to any relief and of which he will not be heard to complain on appeal C. holding that appellate review is precluded when the error is invited D. holding that defendant may not complain of error he invited and further holding that reversal cannot be based on such error E. holding invited error doctrine bars appellant from appealing the admission of evidence where appellant invited the error by being the first to introduce the evidence thus injecting the issue into tjie case

assistant: The best answer is A. holding that an appellant is not permitted to rely on invited error on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company except as provided under Section 16(a) and except that no cash payments shall be paid to Employee under any severance plan of the Company that are due and payable solely as a result of a Change of Control. In addition, Employee shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Employee on the date of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: NuLeaf Production shall obtain and maintain permanent All Peril insurance coverage as appropriate, satisfactory to Lender, on the real estate and personal property. The limits, coverage, forms, inception and expiration dates and cancellation provisions of all such policies shall reasonable and customary for the industry.

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 case excerpt and choose the best holding from the options. Case excerpt: are examined through the prism of substantive, as opposed to procedural, due process. Id. at 572. The Eighth Circuit has adopted the Seventh Circuit’s analysis, e.g., Hayes v. Faulkner County, Ark, 388 F.3d 669, 673-75 (8th Cir.2004), and several district courts have either explicitly or implicitly done so as well. E.g., Sanchez v. Campbell, No. 4:09-CV-420-SPM-WCS, 2010 WL 547620, at *3 (N.D.Fla. Feb. 10, 2010) (“Plaintiffs five day detention prior to first appearance, pursuant to a valid arrest warrant for which the Plaintiff was properly identified, ... does not rise to the level of an unconstitutional deprivation of the Plaintiffs liberty in contravention of the Fourteenth Amendment.”); Afeworki v. Thompson, No. C06-628MJP, 2007 WL 2572293, at *3-5 (W.D.Wash. Sept. 5, 2007) (<HOLDING>); Jackson v. Hamm, 78 F.Supp.2d 1233, 1241 Options: A. holding that mere neglect for prisoners safety does not amount to a substantive due process violation implying that intent to do harm would be an abuse of government power and amount to a substantive due process violation B. holding that when acting pursuant to a valid warrant the police did not violate the fourth amendment by acting outside their jurisdiction in violation of state law C. holding that seventeenday delay between arrest pursuant to valid warrant did not amount to a due process violation D. holding that evidence obtained from valid search warrant did not violate constitutional due process provisions E. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant

assistant: The best answer is C. holding that seventeenday delay between arrest pursuant to valid warrant did not amount to a due process violation
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 Subsidiary Guarantor represents and warrants to the Administrative Agents and each of the other Creditors that as of the date such Guarantor has become a party to this Agreement, (i) such Subsidiary Guarantor has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Subsidiary Guarantor has incurred to the Administrative Agents and the other Creditors under this Article X and the other Loan Documents to which such Subsidiary Guarantor is a party; (ii) such Subsidiary Guarantor has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is solvent and able to pay its debts as they mature; (iii) such Subsidiary Guarantor owns property having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay its debts; and (iv) such Subsidiary Guarantor is not entering into the Loan Documents to which it is a party with the intent to hinder, delay or defraud its creditors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Beginning on the Start Date, Executive shall receive an annual base salary (“ Annual Base Salary ”) of $315,000, payable in bi-weekly installments or otherwise in accordance with the Company’s then-current payroll practices.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court had personal jurisdiction over appellant based on the general jurisdiction statute, section 48.193(2), Florida Statutes, we affirm the court’s order on that basis and pretermit the remaining grounds argued. Section 48.193(2), Florida Statutes (2001), provides: A defendant who is engaged in substantial and not isolated activity within this state, whether such activity is wholly interstate, intrastate, or otherwise, is subject to the jurisdiction of the courts of this state, whether or not the claim arises from that activity. “Substantial and not isolated activity” has been found to mean “continuous and systematic general business contact” with Florida. See Woods v. Nova Cos. Belize Ltd., 739 So.2d 617, 620 (Fla. 4th DCA 1999). In 1997, appellant s 710 So.2d 716 (Fla. 4th DCA 1998)(<HOLDING>). Achievers makes it clear that general Options: A. holding that defendants bank account and open line of credit in florida utilized to transfer money in international commerce was insufficient to confer jurisdiction under section 481932 florida statutes where defendant operated its business in honduras had no employees or agents in florida and did not advertise or solicit business in florida B. holding that nonresident individual defendants business contacts with florida as a distributor for two corporations with offices in florida forover a threeyear period brought her within the ambit of section 481932 C. holding defendant had requisite contacts under section 481932 florida statutes where it solicited consulting and other services from a florida corporation in which a substantial amount of the services sought by defendant were performed in florida D. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant E. holding that nonresident limited partners did not have the necessary minimum contacts to sustain personal jurisdiction in florida although partnerships purpose was to develop property in florida

assistant: The best answer is B. holding that nonresident individual defendants business contacts with florida as a distributor for two corporations with offices in florida forover a threeyear period brought her within the ambit of section 481932
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Note nor any interest herein shall be assigned, transferred, pledged or otherwise disposed of, through liquidation or otherwise (any of the foregoing, a “ Transfer ”), in whole or in part, by Maker without the express prior written consent of Holder. Any attempted assignment of this Note by Maker in violation of this restriction shall be void.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive and shall have the title of Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, member of the Board of Directors of the Employer (the “Board”). Executive, as CEO, shall be principally responsible for all decision-making with respect to the Employer (including with respect to the hiring and dismissal of subordinate executives), subject to supervision in the ordinary course by the Chairman of the Board (“Chairman”) or by the Board, it being expressly understood and agreed that Executive will consult frequently with the Chairman and that the Chairman may take an active role in working with Executive to develop the policies of the Employer. Executive’s duties and authority shall be as further set forth in the By-laws of the Employer and as otherwise established from time to time by the Board, but in all events such duties shall be commensurate with his position as CEO of the Employer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court held that to prohibit the gathering of signatures on initiative petitions in the common areas of large shopping centers such as the Lloyd Center violated Article IV, section 1, of the Oregon Constitution. Thus, plaintiff asks us to hold that the right to seek signatures for initiative petitions is not implicated at any of its Oregon stores because the stores are not large shopping centers like the Lloyd Center. Assuming without deciding that we are presented with a justiciable controversy with regard to all of plaintiffs Oregon stores, we decline to adjudicate the question presented for another reason. In this case, the factual information necessary for the resolution of the issue is insufficient. See Oregon Medical Assn. v. Rawls, 276 Or 1101, 1106, 557 P2d 664 (1976) (<HOLDING>). The only evidence we have regarding most of Options: A. holding double jeopardy does not bar second trial after granting of new trial for reason other than insufficiency of evidence B. holding that insufficiency of indictment is not a basis for habeas relief C. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment D. holding that the insufficiency of factual data necessary for the resolution of a question presented is a reason for declining to grant declaratory relief E. holding that remand for new trial is remedy for factual insufficiency of evidence

assistant: The best answer is D. holding that the insufficiency of factual data necessary for the resolution of a question presented is a reason for declining to grant declaratory relief
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) Within 3 Business Days of the Tax Schedule for any Covered Taxable Year becoming final under Section 2.01(a) , BGC Partners shall pay (i) to Cantor an amount equal to 80% of the Tax Benefit Payment (determined in accordance with Section 3.01(b) ) and (ii) to a national bank mutually agreeable to BGC Partners and Cantor as escrow agent (the “ Escrow Agent ”), an amount equal to 20% of such Tax Benefit Payment. The Escrow Agent shall hold each Tax Benefit Payment it receives in escrow (the “ Escrow ”) pursuant to a mutually agreeable escrow agreement between BGC Partners and Cantor until the expiration of the applicable statute of limitations attributable to the Covered Taxable Year to which such Tax Benefit Payment relates. Each Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank accounts of Cantor and the Escrow Agent previously designated by such parties to BGC Partners.

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 legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of Parent and the Borrower, (ii) an executed signature page from each New Revolving Lender on the Restatement Date and (iii) an executed signature page from the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A list of all Registered Intellectual Property of each Credit Party and all in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use Intellectual Property (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party and each Subsidiary thereof is the sole owner of its Intellectual Property free and clear of any Liens other than Permitted Liens. Each patent is valid and enforceable and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party, except as would not reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: in order to settle or determine the controversy between the parties. See Ward v. Taylor, 68 N.C. App. 74, 78, 314 S.E.2d 814, 818 (1984) (“[i]t is well established that where [the] plaintiff takes a voluntary dismissal pursuant to G.S. 1A-1, Rule 41(a)(1), no suit is pending thereafter on which the court could make a final order”); Collins v. Collins, 18 N.C. App. 45, 50, 196 S.E.2d 282, 286 (1973) (the plaintiffs voluntary dismissal of a prior action “was a final termination of that action and ... no valid order could be made thereafter in that cause”). Accordingly, the trial court’s order dismissing plaintiff’s case without prejudice is not interlocutory and defendants have a right to appeal from this order. See Miller v. Ferree, 84 N.C. App. 135, 136, 351 S.E.2d 845, 847 (1987) Options: A. holding there is no statutory barrier to an appeal from an order dismissing only a portion of a count B. holding that the appeal was properly before the court where the appellant appealed from an order amending a prior order without appealing from the prior order C. holding that an order dismissing a claim without prejudice is a final appealable order if the statute of limitations for that claim has expired D. holding that the district courts order dismissing the pendent statelaw claims should have been entered without prejudice E. holding appeal from an order dismissing action without prejudice was properly before this court

assistant: The best answer is E. holding appeal from an order dismissing action without prejudice was properly before this court
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: sale. He was also required to tender a deposit at some point to prove his good faith bid on the property. However, we read no requirement that the purchaser was to tender this deposit immediately after the hammer falls closing the sale. This provision says nothing of the timing requirements for a sale. In fact, the exact timing of a judicial sale is not set by statute; rather, under the direction of a master or other appropriate court officer, the sale is conducted on the day of sale between “eleven and five o’clock.” S.C.Code Ann. § 15-39-690 (1977); Rule 71(b), SCRCP. However, the officer may prevent sales before they start by giving notice that the sales for that dáy have been closed. S.C.Code Ann. § 15-39-690 (1977); see also Pickett v. Pickett, 11 S.C. Eq. (2 Hill Eq.) 470 (1836) (<HOLDING>). When, as in the case at hand, the foreclosing Options: A. holding that the confirmation statute does not inhibit subsequent sale under power of property other than the property which at a former sale under power had failed to bring the amount of the debt B. holding that because property was no longer property of the estate the court could not order turnover C. holding that plaintiffs may have a property interest in real property D. holding chapter 13 plan funded by sale of property was not feasible where the debtor had not stated the time period or terms of the sale and no provision was made for failure to sell the property E. holding subsequent sale of property after sheriff announced he would sell no more property that day was void

assistant: The best answer is E. holding subsequent sale of property after sheriff announced he would sell no more property that day was void
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller has all requisite power, authority and legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Seller is or is required to be a party shall be when delivered, duly and validly executed and delivered by Seller and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exceptions.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you understand that through your use of the yahoo services you consent to the collection and use ( as set forth in the applicable privacy policy ) of this information , including the transfer of this information to the united states and/or other countries for storage , processing and use by yahoo and its affiliates .

assistant: Contract by using
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: Scanes in 2006 was improper, the testimony was brief and isolated, and the government immediately asked follow-up questions intended to clarify Scanes had an outstanding warrant for a suspended driver’s license. Scanes has cited no authority suggesting this incident rose to the level of substantial prejudice to entitle him to a mistrial. See Ettinger, 344 F.3d at 1161. While Scanes asserts the government, in its closing argument, was required to stress the limited purpose of his prior conviction, he fails to cite any authority for this proposition. The district judge’s limiting instructions and admonitions that the arguments of counsel were not evidence and were not binding on the jury served to mitigate any possible prejudice resulting from its admission. See Zapata, 139 F.3d at 1358 (<HOLDING>). Scanes has not argued on appeal that the Options: A. recognizing district courts power to admit evidence for a limited purpose B. recognizing the district judge diminished the prejudicial impact of the extrinsic evidence by properly instructing the jury for what limited purpose the extrinsic evidence was to be used C. holding that the district court committed plain error by admitting evidence obtained in violation of the fourth amendment where the error did affect a substantial right of the defendants and the admission of evidence which should have been excluded did have a prejudicial impact on the jury D. holding that when determining prejudice under the objective test relevant considerations include 1 whether the extrinsic evidence was received by the jury and the manner in which it was received 2 whether it was available to the jury for a lengthy period of time 3 whether it was discussed and considered extensively by the jury 4 whether it was introduced before a jury verdict was reached and if so at what point during the deliberations and 5 whether it was reasonably likely to affect the verdict considering the strength of the governments case and whether the governments case outweighed any possible prejudice caused by the extrinsic evidence E. holding that the district court properly declined to consider extrinsic evidence where the plea agreement was unambiguous

assistant: The best answer is B. recognizing the district judge diminished the prejudicial impact of the extrinsic evidence by properly instructing the jury for what limited purpose the extrinsic evidence was to be used
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: (Tex.2000); WFAA-TV, Inc. v. McLemore, 978 S.W.2d 568, 571 (Tex.1998), cert. denied, 526 U.S. 1051, 119 S.Ct. 1358, 143 L.Ed.2d 519 (1999); Fox Entm’t Group, Inc. v. Abdel-Hafiz, 240 S.W.3d 524, 531 (Tex.App.-Fort Worth 2007, pet. denied) (op. on reh’g). To do so, they must demonstrate that Kaufman’s article was specifically directed towards them. Cox Tex. Newspapers, L.P. v. Penick, 219 S.W.3d 425, 433 (Tex.App.-Austin 2007, pet. denied) (citing Rosenblatt v. Baer, 383 U.S. 75, 81, 86 S.Ct. 669, 673, 15 L.Ed.2d 597 (1966)). In other words, “[i]n order to entitle one to maintain an action for an alleged defamatory statement, it must appear that he is the person with reference to whom the statement was made.” Newspapers, Inc. v. Matthews, 161 Tex. 284, 289, 339 S.W.2d 890, 893 (1960) (<HOLDING>). It is “not necessary that the individual Options: A. holding that a witnesss testimony is incredible as a matter of law if the witness testifies as to facts that the witness could not have possibly observed or events that could not have occurred under the laws of nature B. holding that the person who travels as an agent of person defrauded is a victim C. holding as a matter of law that the plaintiff could not recover for libel to his person for the reason that the articles referred to no person who could possibly be identified as him D. holding with no analysis that any person or organization who may be legally liable therefor applies to a person legally liable for injuries caused by an accident 4 when under the facts of the case the only person to whom the clause could have applied was a tortfeasor E. holding that abuse of discretion in denying a 60b motion is established only when no reasonable person could agree with the district court and there is no abuse of discretion if a reasonable person could disagree as to the propriety of the courts action

assistant: The best answer is C. holding as a matter of law that the plaintiff could not recover for libel to his person for the reason that the articles referred to no person who could possibly be identified as him
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 executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered, upon the request of any party, such fax transmission or electronic mail transmission shall be promptly followed by such manually executed counterpart.

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 legal provision and list the applicable contract clause categories. Provision: The enforceability of any agreement of a Borrower Party in a Subject Document relating to (i) indemnification, contribution or exculpation from costs, expenses or other liabilities or (ii) changes in the organizational control or ownership of such Borrower Party, which agreement (in the case of clause (i) or clause (ii)) is contrary to public policy or applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: new trial, and Muller moved for a judgment of acquittal or a new trial. Defendants challenged the Court’s pre-trial 'suppression orders, the evidentiary rulings made at trial that allowed out-of-court identifications into evidence, and the Court’s refusal to declare a mis 994) (discussing Dunaway’s holding' “that the ‘reasonable suspicion’ which permits a limited stop under Terry v. Ohio ... is not enough to allow the police to transport the person stopped to the police station and extract information through detention and interrogation” (citation omitted)). Other appellate courts have also concluded that transportation to and detention in a police station or other custodial setting constitutes a de facto arrest. See, e.g., United States v. Acosta-Colon, 157 F.3d 9, 15 (1st Cir. 1998) (<HOLDING>); Centanni v. Eight Unknown Officers, 15 F.3d Options: A. holding that plaintiff had standing to challenge constitutionality of a georgia criminal trespass law because he was warned twice to stop handbilling and was told that if he engaged in the activity again he would be arrested B. holding that the defendant was placed in official detention when two police officers approached him and told him that he was under arrest as the defendant could not reasonably have believed that he was free to leave C. holding that under royer the defendant was arrested when he was prevented from boarding his plane placed in handcuffs involuntarily transported in restraints to an official holding area some distance from the place of the original stop confined to a small interrogation room and kept there under observation for more than a momentary period yet he was never informed how long he would be detained nor told that he was not under arrest D. holding that defendant was not in custody for miranda purposes when fieldsobriety tests were conducted and when deputy responded in the negative to defendants question of whether he was under arrest and never placed defendant in handcuffs or in the back of a patrol car during the questioning E. holding that a de facto arrest had occurred where petitioner was not questioned briefly where he was found but rather was taken to a police car transported to a police station and placed in an interrogation room

assistant: The best answer is C. holding that under royer the defendant was arrested when he was prevented from boarding his plane placed in handcuffs involuntarily transported in restraints to an official holding area some distance from the place of the original stop confined to a small interrogation room and kept there under observation for more than a momentary period yet he was never informed how long he would be detained nor told that he was not under arrest
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 Credit Party (a) has good and defensible title to, or a valid and subsisting leasehold interest in, all real property, and good title to all personal Property, used in its business, and (b) none of the Property owned or leased by the Borrower or a Subsidiary of the Borrower is subject to any Lien except Permitted Liens.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Notice, the written Notice shall govern. In the case of any Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

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: (a) Mortgagor has good and marketable fee simple title to the Mortgaged Property, subject only to the Liens set forth in Section 6.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in Sections 6.02(h), (i) and (l) of the Credit Agreement.

assistant: Titles
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 advances from the Facility will only be used by Payor as working capital of Payor for operating and capital expenses, including but not limited to the construction costs and purposes in connection with Payor’s ownership and operation of a marijuana retail establishment at 203 N. Ok St., West Memphis, AR 72301, unless otherwise agreed to in writing by Holder and CCG.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ERISA plan. The violations specifically refer to the ESOP, an ERISA plan. Plaintiffs Michigan Whistleblowers’ Protection Act claim is preempted by ERISA. B Section 510 of- ERISA, as noted, prohibits retaliation against an employee “because he has given information or has testified or is about to testify in any inquiry or proceeding relating to this [Act].”1 29 U.S.C. § 1140. ' In sending the email to Mr. Smith, Plaintiff has- undoubtedly “given information.” The issue is whether Plaintiff did so in an “inquiry or proceeding.” That is, does Plaintiffs unsolicited internal complaint qualify for protection under § 510? Presently, the federal courts of appeal are split on whether § 510 protects such complaints. Compare Edwards v. A.H. Cornell & Son, Inc., 610 F.3d 217, 222-24 (3d Cir.2010) (<HOLDING>); Nicolaou v. Horizon Media, Inc., 402 F.3d Options: A. holding that a complaints failure to overcome affirmative defenses does not warrant dismissal B. holding that 1447c does not apply to counsel C. holding that miranda does not apply to statements of the defendant which are voluntary and unsolicited and not the product of custodial interrogation D. holding that 510 does not apply to unsolicited complaints E. holding that apprendi does not apply retroactively

assistant: The best answer is D. holding that 510 does not apply to unsolicited complaints
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 and any outstanding agreements referenced herein (including, for the avoidance of doubt, the Prior Severance Agreement) represent the entire agreement and understanding between the parties as to the subject matter herein regarding severance and acceleration benefits and supersede all prior or contemporaneous agreements, whether written or oral, with respect to this Agreement.

assistant: Integration
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 otherwise expressly provided herein, the execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any other Loan Document or other document held by Lender, whether or not known to Lender and whether or not existing on the date of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: advice and an immigration judge ordered him removed to Jamaica, where he has resided ever since—separated from much of his family, including his parents and his daughter, and from the country he had called home for most of his life. Then, in 2010, the Supreme Court offered Newman a ray of hope. In Padilla v. Kentucky, 559 U.S. 356, 130 S.Ct. 1473, 176 L.Ed.2d 284 (2010), it held that defense attorneys provide inadequate representation when they fail to advise their clients about the likely deportation consequences of pleading guilty. Armed with that decision, Newman filed a petition for a writ of coram nobis, which provides a means of collaterally attacking a conviction when the person is no longer in custody. See United States v. Morgan, 346 U.S. 502, 74 S.Ct. 247, 98 L.Ed. 248 (1954) (<HOLDING>). Newman argued that a writ was appropriate Options: A. recognizing that under the common law applications for writs of error coram nobis were civil in character B. holding that district court had jurisdiction to consider claims under the all writs act C. recognizing the all writs act gives federal courts authority to issue writs of coram nobis to correct fundamental errors in criminal proceedings where the person is no longer in custody D. holding that this court has authority in appropriate circumstances to issue writs under all writs act 28 usc 1651a E. holding that removal to federal court was proper for claims asserted under all writs act

assistant: The best answer is C. recognizing the all writs act gives federal courts authority to issue writs of coram nobis to correct fundamental errors in criminal proceedings where the person is no longer in custody
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 represents and warrants to the other that no broker, agent or finder other than Jones Lang LaSalle ("Broker") negotiated or was instrumental in negotiating or consummating this Fifth Amendment. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any entity other than Broker who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Fifth Amendment. The terms of this Section 6 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.

assistant: Brokers
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 proceeds of each Advance shall be applied by Borrowers (a) to fund loans from the Borrowers to the Land Lease Borrower in accordance with the Land Lease Loan Agreement, (b) to purchase an Approved Financing from an Origination Company or reimburse an Affiliate of Borrowers that funded an Origination Company in connection with such Origination Company’s acquisition of an Approved Financing, (c) to pay costs and expenses of Borrowers, in each case, in accordance with the terms in this Agreement and the other Loan Documents, (d) to pay fees and transaction expenses associated with each Advance and (e) for general corporate purposes. No portion of the proceeds of any Advance shall be used (x) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of any Advance, is the subject of Sanctions or in any manner that will result in a violation by any Person of Sanctions, (y) in any manner that causes or might cause such Advance or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other applicable regulation thereof or to violate the Exchange Act, or (z) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Bribery and Anti- Corruption Laws that may be applicable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the Plaintiff and Decedent. Accordingly, this count is dismissed. D. Count Y Violation of District of Columbia Deceptive Trade Practices Statute Plaintiff claims Defendant has violated unspecified portions of District of Columbia’s deceptive trade practices statute. This claim is analogous to the fraud by nondisclosure claim. Although there are no District of Columbia cases in which Rule 9(b) has been applied to the provisions triggered by this case in deceptive trade practices actions, courts in other jurisdictions analyzing similar provisions of similar statutes have concluded that allegations supporting the claim “must be pleaded with particularity because they are akin to allegations of fraud.” Burton v. R.J. Reynolds Tobacco Co., 884 F.Supp. 1515, 1524 & n. 8 (D.Kan.1995) (<HOLDING>) (citation omitted); see also Duran v. Clover Options: A. holding that relators failure to meet the particularity requirements of rule 9b did not bar his claim where the relator was a former employee of the defendants and lacked access to records and documents in the possession of the defendants that contained information necessary to plead with particularity B. holding that a rule 10b5 claim must be stated with particularity C. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement D. holding that the plaintiffs failed to meet rule 9bs particularity requirement where they did not present any evidence at an individualized transactional level E. holding that plaintiff failed to plead fraud with sufficient particularity but stating that party may be entitled to lenient application of rule 9b where information is in possession of corporate defendant

assistant: The best answer is C. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement
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 Committee may, with the consent of the Participant, at any time or from time to time amend the terms and conditions of this grant of PSUs. In addition, the Committee may at any time or from time to time amend the terms and conditions of this grant of PSUs in accordance with the Plan.

assistant: Amendments