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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Buyer’s annual audited consolidated financial statements (Exhibit A) for the fiscal year ending August 31, 2018: (i) have been prepared in accordance with generally accepted accounting principles on a basis consistent with prior fiscal periods; (ii) are complete and accurate; and (iii) present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Buyer at the applicable balance sheet date, and the results of operations of the Buyer. Except to the extent reflected or reserved against in the balance sheet (including the notes thereto) forming part of the Buyer’s annual audited consolidated financial statements for the fiscal year ending August 31, 2018 or incurred subsequent to the date thereof and disclosed in Buyer’s Disclosure Schedule, and except in respect of normal trade payables arising in the ordinary course of the Business, the Buyers do not have any outstanding indebtedness or any liabilities (whether accrued, absolute, contingent or otherwise) nor any outstanding commitments or obligations of any kind.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to all other conditions precedent to VMRE’s obligations herein, VMRE’s obligation to close the acquisition of any Property under this Agreement is further subject to the condition precedent that prior to Closing with respect to such Property, VMRE shall have received the Lease Proof of Insurance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions herein provided, each of the Parties hereto shall execute and deliver such documents as the other Party shall reasonably request in order to consummate and make effective the transactions contemplated by this Agreement; provided, however, that the execution and delivery of such documents by such Party shall not result in any additional liability or cost to such Party.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the maximum extent permitted under applicable law tripadvisor hereby disclaims all warranties and conditions with regard to this information , software , products , and services , including all implied warranties and conditions or terms of any kind as to merchantability , fitness for a particular purpose , title , quiet possession and noninfringement .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute this Amendment and deliver each Other Document to which it is a party, and to consummate the transactions contemplated hereby and by the Credit Agreement, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier (with receipt confirmed), courier service or personal delivery at the addresses specified in this Note.

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: As of the Closing Date, Parent and the Borrower does not have any Subsidiaries except as set forth on Schedule 5.17 hereto and, as of the Closing Date, all of the outstanding Capital Stock in such Subsidiaries has been validly issued, fully paid and nonassessable and are owned by Parent, the Borrower or a Subsidiary of the Borrower in the amounts specified on Schedule 5.17 free and clear of all Liens (other than Permitted Equity Liens and Liens in favor the Administrative Agent granted under the Security Documents).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: conduct of the employer’s business. 42 U.S.C. § 2000e(j). Although the amendment was enacted after Brown’s termination, an EEOC guideline containing substantively equivalent language was promulgated in 1967. Thus, the guideline has been accepted as a reasonable construction of the pre-1972 statute. See Trans World Airlines, Inc. v. Hardison, 432 U.S. 63, 76 n. 11, 97 S.Ct. 2264, 53 L.Ed.2d 113 (1977). 2 . There is no question that General Motors did attempt to initially accommodate Brown by attempting to get the union to waive the provisions of the Shift Preference Agreement to allow Brown to be assigned back to the first shift out of the line with his seniority. The Union refused to waive thé agreement. Cf. Huston v. Local No. 93, International Union, UAW, 559 F.2d 477 (8th Cir. 1977) (<HOLDING>). The result of the refusal of the union to so Options: A. holding that relief granted under title vii is against the employer not individual employees whose actions constituted a violation of title vii emphasis in original B. holding no violation of title vii by the union in refusing to alter its seniority lists to accommodate a sabbatarian C. holding that title vii does not include a continuing violation doctrine D. holding that an agreedupon seniority system did not give way to an employers duty to reasonably accommodate religious observance under title vii E. holding that there is no individual liability under title vii

assistant: The best answer is B. holding no violation of title vii by the union in refusing to alter its seniority lists to accommodate a sabbatarian
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: a person's exercise of religion only if it demonstrates that application of the burden to the person— (1) is in furtherance of a compelling governmental interest; and (2) is the least restrictive means of furthering that compelling governmental interest. 42 U.S.C. § 2000bb-l. 5 Although we base today's decision solely on the protections guaranteed by the Wisconsin Constitution, we note that every other jurisdiction that has faced this issue has also decided in favor of the Amish. See State v. Hershberger, 462 N.W.2d 393 (Minn. 1990) (concluding that application of the slow-moving vehicle statute to the Old Order Amish defendants violated their freedom of conscience rights as protected under the Minnesota Constitution); People v. Swartzentruber, 429 N.W.2d 225 (Ct. App. Mich. 1988) (<HOLDING>). 6 This erroneous interpretation of our Options: A. holding that entitlement to benefits is a property interest protected by the due process clause of the fifth amendment to the united states constitution B. holding that the fourteenth amendment which makes persons bom in the united states and subject to its jurisdiction citizens of the united states and requires that representatives be apportioned among the states based on population excluding indians not taxed did not make an indian a citizen of the united states C. holding the states smv statute as applied to old order amish defendants unconstitutional because the states interest in public safety was not sufficiently compelling to override the right to free exercise protected by the first amendment of the united states constitution D. holding that the land under navigable waters was not granted by the constitution to the united states but was reserved to the states respectively and that new states have the same rights jurisdiction and sovereignty over the soil under navigable water as the original states E. holding that the plaintiff must demonstrate that defendants contacts with the united states as a whole support the exercise of jurisdiction consistent with the constitution and laws of the united states

assistant: The best answer is C. holding the states smv statute as applied to old order amish defendants unconstitutional because the states interest in public safety was not sufficiently compelling to override the right to free exercise protected by the first amendment of the united states constitution
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: not yet ripe for our review. On remand, the District Court should clarify whether it intended to include losses to the State and the City of New York, or only the IRS, and should identify explicitly the appropriate apportionment of the restitution award between the victims. B. Inclusion of Payments by Taxpayer-Clients to Victims Although the District Court ordered that any amount that the five taxpayer-clients had resolved through settlement with or payment to the IRS would be excluded from the final restitution amount, the District Court did not reduce the total to be paid under the restitution order to account for payments that the taxpayer-clients have made to the IRS in settlement of outstanding tax assessments. See United States v. Varrone, 554 F.3d 327, 333 (2d Cir.2009) (<HOLDING>). On remand, the District Court should reduce Options: A. holding that an award of restitution is only for the loss caused by the specific conduct that is the basis of the offense of conviction B. holding that under the restitution provision of the supervised release statute 18 usc 3583 restitution can be ordered only for losses caused by the specific conduct that is the basis for the offense of conviction C. holding that supervised release provisions remained advisory after amendments to 18 usc 3583 D. holding that the relevant question in imposing restitution under the mvra is whether the loss is caused by the specific conduct that is the basis of the offense of conviction E. holding that the victim and witness protection act limits the amount of restitution to the loss caused by the specific conduct forming the basis of the offense of conviction

assistant: The best answer is B. holding that under the restitution provision of the supervised release statute 18 usc 3583 restitution can be ordered only for losses caused by the specific conduct that is the basis for the offense of conviction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a breach or threatened breach by you of any of the provisions of this Agreement (including the General Release), you hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

assistant: Remedies
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: Prior to the consummation of a Change in Control, the Plan may not be amended, modified, suspended or terminated except with the express written consent of each Participant who would be adversely affected by any such amendment, modification, suspension or termination. In addition, for a period of one year from and after the consummation of a Change in Control, the Plan may not be amended, modified, suspended or terminated except with the express written consent of each Participant who would be adversely affected by any such amendment, modification, suspension or termination. After the expiration of such one-year period, and subject to Section 2 hereof, the Plan may again be amended or terminated by the Administrator at any time and from time to time, in its sole discretion (provided, that no such amendment or termination shall adversely affect the rights of any Participant who has experienced a Qualifying Termination on or prior to such amendment or termination).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Serv. v. Lopez-Mendoza, 468 U.S. 1032, 1057, 104 S.Ct. 3479, 82 L.Ed.2d 778 (1984) (noting the different opinions among the circuits on this issue). The Second, Third, and Fifth Circuits have rejected the notion that § 1326 sets out an offense that continues after an alien has been initially found. Santana-Castellano, 74 F.3d at 598; Rivera-Ventura, 72 F.3d at 282; DiSantillo, 615 F.2d at 134. The Eighth, Tenth, and Eleventh Circuits have not explicitly addressed this issue but have indicated that a defendant is “found” at the point federal agents have either actual or constructive knowledge of his illegal presence in the country. Clarke, 312 F.3d at 1347-48; Bencomo-Castillo, 176 F.3d at 1304; Gomez, 38 F.3d at 1037; see also United States v. DeLeon, 444 F.3d 41, 52-53 (1st Cir.2006) (<HOLDING>). The Fourth Circuit agrees with the Seventh Options: A. holding that trial court erred by granting a directed verdict on statute of limitations defense and remanding for a new trial on the statute of limitations only B. holding that the judge and jury may rely upon common knowledge and experience without proof C. holding without adopting the constructive knowledge theory that a defendant cannot rely on the statute of limitations where deception by the alien allowed him to avoid detection by federal authorities D. recognizing theory of constructive possession E. holding that constructive knowledge satisfies the reason to know standard

assistant: The best answer is C. holding without adopting the constructive knowledge theory that a defendant cannot rely on the statute of limitations where deception by the alien allowed him to avoid detection by federal authorities
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 defendant of her rights, she interrupted and said, “I’m going to stop talking.” Mayes, 8 S.W.3d at 356. Despite this pronouncement, the officer continued with his comments and questions. About four minutes later, Mayes again declared, “I’m going to shut up. I’m not going to say another goddamned thing.” The detectives neither paused nor ended the proceeding. Rather, they continued as if uninterrupted, and finally persuaded Mayes to tell the story which they had been waiting to hear. Id. Here, the officers stopped the recording once Appellant declared that he wanted to stop, but they admittedly did not terminate the interview. While the officers parsed words as to whether Appellant was “interrogated” at that point, the form the statements took is irrelevant. Mayes, 8 S.W.3d at 360 (<HOLDING>). We conclude that the trial court erred in Options: A. holding that it is well established that whether an employees actions were within the scope of employment is a question of fact and even if some of the actions were unauthorized the question of whether the actions were within the scope of employment is for the jury B. holding that officers were entitled to rely on the judicial officers finding of probable cause in issuing the search warrant unless they knowingly made false statements to obtain the warrant and that a challenge to the adequacy of the officers investigation does not rise to level of clearly established constitutional violation C. holding that regardless of whether the officers uttered declaratory rather than interrogatory statements the officers were pressing the defendant for information about the crime and their actions constituted interrogation D. holding that the only statements not disclosed were the probation officers recommendations which did not constitute factual information as contemplated by the statute E. holding that compliance with an officers orders is a material fact when deciding whether the officers use of force was reasonable

assistant: The best answer is C. holding that regardless of whether the officers uttered declaratory rather than interrogatory statements the officers were pressing the defendant for information about the crime and their actions constituted interrogation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.

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: 1978, § 41-4-17 (Repl.Pamp.1989) (“The Tort Claims Act shall be the exclusive remedy....”). Although we acknowledge that legislative silence is at best a tenuous guide to legislative intent, see Torrance County Mental Health Program, Inc. v. New Mexico Health & Envtl. Dep’t, 113 N.M. 593, 598, 830 P.2d 145, 150 (1992), the fact remains that there is no language in the Human Rights Act stating that its remedies are intended to be exclusive. Absent such language, we decline to infer a legislative intent to preempt tort claims unless such intent is clearly demonstrated by the comprehensiveness of the administrative scheme and the completeness of the remedy it affords. Cf. Wright v. City of Roanoke Redevelopment & Hous. Auth., 479 U.S. 418, 424, 107 S.Ct. 766, 771, 93 L.Ed.2d 781 (1987) (<HOLDING>). Although the Human Rights Act provides an Options: A. holding that the brooke amendment to the housing act provided a cause of action under 1983 B. holding that 42 usc 1983 does not provide a remedy for flsa violations C. holding that administrative scheme in brooke amendment to housing act does not provide exclusive remedy precluding claim under 42 usc 1983 because court was unconvinced that defendant has overcome its burden of showing that the remedial devices provided in the housing act are sufficiently comprehensive to demonstrate congressional intent to preclude the remedy of suits under 1983 quoting middlesex county sewerage auth v national sea clammers assn 453 us 1 20 101 sct 2615 2626 69 led2d 435 1981 D. holding that treble damages under the housing and rent act are remedial in nature E. holding that there is no enforceable private right where the statute itself creates a remedial scheme that is sufficiently comprehensive to demonstrate congressional intent to preclude the remedy of suits under 1983

assistant: The best answer is C. holding that administrative scheme in brooke amendment to housing act does not provide exclusive remedy precluding claim under 42 usc 1983 because court was unconvinced that defendant has overcome its burden of showing that the remedial devices provided in the housing act are sufficiently comprehensive to demonstrate congressional intent to preclude the remedy of suits under 1983 quoting middlesex county sewerage auth v national sea clammers assn 453 us 1 20 101 sct 2615 2626 69 led2d 435 1981
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (c) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (i) the execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure properly made by such Buyer pursuant to Section 4(i), or (iv) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under 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 legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15 th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Stock Unit vests; and (b) the 15 th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator, subject to Section 3.2.

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: (3d Cir. 1990). By way of example, in Reliance Ins. Co. v. Barron’s, 442 F.Supp. 1341, 1348 (S.D.N.Y. 1977), the court held that an insurance company — regulated by state insurance law and required to file reports with the SEC — whose “shares [we]re traded on the New York Stock Exchange,” possessed “more than a billion dollars in assets,” and “offered to sell its stock to the public,” had “voluntarily thrust[ed] itself into the public arena, at least as to all issues affecting that proposed stock sale,” and was, therefore, to be treated as a public figure “with respect to issues involving its offering of securities to the public.” There remains a lack of clarity since our Supreme Court expressed uncertainty about this thirty years ago. Dairy Stores, supra, 104 N.J. at 139, 516 A.2d 220 (<HOLDING>). But we need not delve further into this area. Options: A. recognizing products liability concepts as part of general maritime law B. recognizing that the constitutional concepts do not comfortably fit the activities or products of a corporation C. holding that claims of corporation vest in corporation D. recognizing products liability and products actions based on negligence as part of the general maritime law E. recognizing that in the overwhelming majority of cases a guidelines sentence will fall comfortably within the broad range of sentences that would be reasonable in the particular circumstances

assistant: The best answer is B. recognizing that the constitutional concepts do not comfortably fit the activities or products of a corporation
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: Interest is payable monthly on the Payment Date and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

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: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through any Electronic System, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, the Borrower also shall submit a letter of credit application and (in the case of a commercial Letter of Credit) a master agreement for the issuance of commercial Letters of Credit, in each case on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000 and (ii) the total Credit Exposures shall not exceed the lesser of the Aggregate Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).

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: Interest (the “ Interest ”) shall accrue on the unpaid Vested portion of Principal from the first day of the applicable measurement year to which the Vested portion of Principal applies until such Vested portion of Principal is repaid in full at the rate of eight percent (8%) per annum, compounding annually. The portion of accrued, but unpaid, Interest on the Vested portion of the Principal is payable at Maturity. All computations of the Interest rate hereunder shall be made on the basis of a 360-day year of twelve 30-day months. In the event that any Interest rate provided for herein shall be determined to be unlawful, such Interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any Interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the Principal of this Note without prepayment premium or penalty.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits or proceedings pending or, to CHATURVEDI’s knowledge, overtly threatened against or affecting CHATURVEDI at law or in equity, or before or by any Governmental Authority, which would adversely affect CHATURVEDI’s performance under this Agreement or the consummation of the transactions contemplated hereby.

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: See Ass’n of Nat’l Advertisers, 627 F.2d at 1168 (“Rulemaking involves the kind of issues ‘where a month of experience will be worth a year of hearings.’ ” (quoting Am. Airlines, Inc. v. Civil Aeronautics Bd., 359 F.2d 624, 633 (D.C.Cir.1966))). Similarly, we cannot forget that the legislature, like Congress, “is not confined to that method of executing its policy which involves the least possible delegation of discretion to administrative officers.” Fates v. United States, 321 U.S. 414, 425-26, 64 S.Ct. 660, 668, 88 L.Ed. 884, 849 (1944). On the contrary, the discretion can be quite significant so long as an “intelligible principle” exists to guide its exercise. See Whitman v. Am. Trucking Ass’ns, Inc., 531 U.S. 457, 474, 476, 121 S.Ct. 903, 913, 914, 149 L.Ed.2d 1, 17, 18 (2001) (<HOLDING>). Finally, the Iowa Constitution also contains Options: A. holding that epa rule relating to repair of cars not in compliance with clean air act was interpretative not legislative rule and thus not subject to apa notice and comment procedures B. holding the epa could regulate air pollutants under the clean air act solely on the basis of the pollutants risk to human health C. holding for a citizen suit brought under a substantially identical provision of the clean air act that whether plaintiffs have established a nondiscretionary duty to act by the epa is a merits question under rule 12b6 rather than a subjectmatter jurisdiction question under rule 12b1 D. holding that case law from other circuits squarely precluded jurisdiction over preenforcement ruling under the clean air act E. holding that defendant could not be sanctioned and found to have violated the clean air act when it complied with regu lations as codified despite having knowledge that the epa requested amendment of the regulations to prohibit defendants conduct

assistant: The best answer is B. holding the epa could regulate air pollutants under the clean air act solely on the basis of the pollutants risk to human health
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: disagree. The Confrontation Clause provides that “[i]n all criminal prosecutions, the accused shall enjoy the right to ... be confronted with the witnesses against him.” U.S. Const, amend. VI. This Court in Globe v. State, 877 So.2d 663 (Fla.2004), addressed a Confrontation Clause issue and held that the clause was not implicated where Globe and his codefendant, Busby, speaking together to a law enforcement officer, gave a joint taped statement in which they admitted killing a fellow inmate and where the tape was played at trial. The Court reasoned thusly: We have previously recognized that admissions by acquiescence or silence do not implicate the Confrontation Clause. See Nelson v. State, 748 So.2d 237 (Fla.1999); see also United States v. Kehoe, 310 F.3d 579, 590-91 (8th Cir.2002) (<HOLDING>), cert. denied, 538 U.S. 1048, 123 S.Ct. 2112, Options: A. holding that the confrontation clause of the sixth amendment is not violated by the admission of hearsay statements under the coconspirator exception to the hearsay rule where the defendant was able to confront and crossexamine the witness who claimed that the statements at issue were made B. holding that an absent witnesss statements are admissible under the confrontation clause only where the declarant is unavailable and only where the defendant had a prior opportunity to crossexamine C. holding the confrontation clause applies only to testimonial statements D. holding that any confrontation right is found in the fourteenth amendments due process clause not the confrontation clause of the sixth amendment E. holding that the confrontation clause did not guarantee the defendant the right to crossexamine a speaker whose statements were imputed to the defendant as adoptive admissions of a party opponent

assistant: The best answer is E. holding that the confrontation clause did not guarantee the defendant the right to crossexamine a speaker whose statements were imputed to the defendant as adoptive admissions of a party opponent
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 counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, e-mail in Adobe “.pdf” format, or other electronic means shall be effective as delivery of a manually executed counterpart hereof.

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: Borrower is not a party to any agreement or instrument or subject to any restriction for which a default or violation by Borrower is reasonably likely to result in a Material Adverse Effect. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any Individual Property is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Properties are otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (w) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) obligations under or expressly permitted by the Loan Documents or (c) obligations being repaid as of the date hereof.

assistant: 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: Unless otherwise determined by the Board in its sole and absolute discretion, the unvested DSUs shall be immediately forfeited and cancelled without the payment of any consideration upon the termination of the Director’s service on the Board for any reason other than as set forth in Sections 2.2(a), (b) or (c).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From time to time, at another party's request and without further consideration (but at the requesting party's reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE GRANTORS HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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: All notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally, mailed by first class mail, postage prepaid, or delivered by courier or overnight delivery, addressed (a) if to a Purchaser, at such Purchaser’s address set forth on the Schedule of Purchaser, or at such other address as such Purchaser shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth at the beginning of this Agreement, or at such other address as the Company shall have furnished to the Purchaser in writing. Notices that are mailed shall be deemed received five (5) days after deposit in the United States mail. Notices sent by courier or overnight delivery shall be deemed received two (2) days after they have been so sent.

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: You understand and agree that, in consideration of the Severance Benefits, you shall not make any false, disparaging or derogatory statements to any person or entity, including, without limitation, any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company, regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs or financial condition; provided, however, that nothing herein shall be construed as preventing you from making truthful disclosures to any governmental entity or in any litigation or arbitration.

assistant: Non-Disparagement
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: Dore, 31 P.3d at 793. 8 . See Webb v. City & Borough of Sitka, 561 P.2d 731, 733 (Alaska 1977), superseded in part by statute, AS 09.65.200, as recognized in Univ. of Alaska v. Shanti, 835 P.2d 1225, 1228 n. 5 (Alaska 1992). 9 . Id. 10 . 946 P.2d 1255, 1258 (Alaska 1997) (footnote omitted). 11 . 274 P.3d 1193, 1202 (Alaska 2012) (interpreting the duty to "maintain property in a reasonably safe condition'" to mean that the property owner may have had a duty to maintain its driveway in such a way as to reduce the likelihood of accidents caused by third parties). 12 . Restatement (Seconp) or Torts § 302B. 13 . Restatement (Seconp) or Torts § 449 ("If the likelihood that a third person may act in a particular manner is the hazard or one of the d 190, 15 P.3d 1283, 1285 (2001) (en banc) (<HOLDING>). 20 . 112 Cal.App.3d 206, 169 Cal.Rptr. 282 Options: A. holding that it was not foreseeable that a third party would steal a minivan that had been left in a safe part of town unlocked with the keys in the ignition and cause a crash B. holding that where a third partys conduct is closely related to the contractual relationship or the contractual dispute and where the third party enjoys financial benefit from the contract the forum selection clause applies to the third party C. holding that a third party has authority to consent to a search if the third party is a coinhabitant D. holding defendant assumed risk that third party would consent to search of storage locker where defendant instructed third party to rent locker under third partys name and allowed third party to keep possession of lease papers and to occasionally retain the keys E. holding that a corporation is entitled to due process of law insofar as property rights are concerned so that a money judgment may not be entered against it where it was not a party to a cause and was not served with process even though the principal stockholder was a party to the cause

assistant: The best answer is A. holding that it was not foreseeable that a third party would steal a minivan that had been left in a safe part of town unlocked with the keys in the ignition and cause a crash