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 Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit, the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments under this Section 2.06 . Upon any reduction of the Aggregate Revolving A Commitments, the Revolving A Commitment of each Revolving A Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Upon any reduction of the Aggregate Revolving B Commitments, the Revolving B Commitment of each Revolving B Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, accrued until the effective date of any termination of the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, as applicable, shall be paid on the effective date of such termination.

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 a material inducement to Seller to execute this Agreement and consummate this transaction, Buyer represents and warrants to Seller that Buyer has been duly organized and is validly existing as a Maryland corporation. Buyer has the full right and authority and has obtained any and all consents required therefore to enter into this Agreement, consummate or cause to be consummated the purchase, and make or cause to be made the deliveries and undertakings contemplated herein or hereby. The persons signing this Agreement on behalf of Buyer are authorized to do so. This Agreement and all of the documents to be delivered by Buyer at the Closing have been authorized and properly executed and will constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.

assistant: Warranties
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 the March order. The district court in fact denied Liberty’s Motion to Enforce the March order “given the non-specific language” thereof, and thus recognized that the March order, in invalidating the DPS as an offset against a dealer’s claimed retail rate, did not preclude Ford from requiring a dealer to substantiate its claimed retail rate. Slip op. at l. This court repeatedly has refused to uphold orders entered as sanctions based on conduct that did not violate a clear, specific mandate. See, e.g., Harris v. City of Philadelphia, 47 F.3d 1342, 1352 (3d Cir.1995) (reversing imposition of sanctions where decree sought to be enforced lacked “an unambiguous provision” prohibiting the conduct at issue); Louis W. Epstein Family Partnership v. Kmart Corp., 13 F.3d 762, 771 (3d Cir.1994) (<HOLDING>); Eavenson, Auchmuty & Greenwald v. Holtzman, Options: A. holding that bjroad nonspecific language in an order does not give a party fair notice of what conduct will risk contempt and thus cannot support imposition of sanctions B. holding that while imposition of the most serious sanctions such as witness exclusion triggers a burnet analysis imposition of lesser sanctions like monetary compensation does not C. holding that due process requires notice and an opportunity to respond before imposition of rule 11 sanctions D. holding that where party had reasonable grounds to believe conduct was in compliance with the district courts order imposition of sanctions was not warranted and constituted an abuse of discretion E. holding that the imposition of sanctions is reviewed for abuse of discretion

assistant: The best answer is A. holding that bjroad nonspecific language in an order does not give a party fair notice of what conduct will risk contempt and thus cannot support imposition of sanctions
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, including Exhibit A hereto, embody the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements with respect thereto. The Parties intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The relevant inquiry under this section is whether there is evidence that a parental course of conduct endangered the child’s physical or emotional well-being. Jordan v. Dossey, 325 S.W.3d 700, 723 (Tex.App.-Houston [1st Dist.] 2010, pet. denied) (citing In re R.D., 955 S.W.2d 364, 368 (Tex.App.-San Antonio 1997, pet. denied)); see also In re J.J.S., 272 S.W.3d 74, 78 (Tex.App.-Waco 2008, pet. struck) (observing that termination under subsection E must be based on voluntary, deliberate, and conscious course of conduct, not single act or omission). “[Endangering conduct is not limited to actions directed toward the child”; “endangering conduct may include the parent’s actions before the child’s birth, while the parent had custody of older childrenf.]” J.O.A., 283 S.W.3d at 345 (<HOLDING>); see Tex. Dep’t of Human Servs. v. Boyd, 727 Options: A. holding as relevant in a murder case a history of domestic violence involving defendant and his victim B. holding that previous domestic violence finding did not have res judicata effect in proceeding to modify visitation because domestic violence and visitation modification proceedings are different causes of action C. holding that fathers history of domestic violence toward mother admitted marijuana use and previous incarceration on criminal charges that were later dismissed constituted legally sufficient evidence of endangerment D. holding evidence legally sufficient E. holding evidence that mother allowed child to remain in home in which there was violent conduct as evidenced by fathers physical abuse of mother during her pregnancy was legally sufficient to support termination

assistant: The best answer is C. holding that fathers history of domestic violence toward mother admitted marijuana use and previous incarceration on criminal charges that were later dismissed constituted legally sufficient evidence of endangerment
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 term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of Seller or by an authorized representative of Buyer, as the case may be. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: This Amendment and Reaffirmation will be effective automatically and without necessity of any further action by Borrower, Administrative Agent, or the Lenders when counterparts hereof have been executed by Borrower, Administrative Agent, and each of the Lenders and all conditions to the effectiveness hereof set forth herein have been satisfied.

assistant: Effectiveness
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: assets was exacerbated by his subsequent efforts to cover up his diversion of these assets and his failure to disclose his receipt, via payments made by other entities on his behalf, of the remainder of his share of the proceeds that were not used to purchase the WSFS claim. The Debtor’s inability or, as this Court determined, his unwillingness to account for estate assets including, inter alia, whether estate assets were used to fund the purchase of the WSFS Claim, also constituted evidence of mismanagement of estate assets. In re PRS Insurance Group, Inc., 274 B.R. 381, 387 (Bankr.D.Del.2001) (appointing trustee where debtor failed to provide an explanation of diversion of funds from entities in which the debtor held an interest); Intercat, Inc., 247 B.R. 911, 923 (Bankr.S.D.Ga.2000) (<HOLDING>); In re Humphreys Pest Control Franchises, Options: A. holding corporate officers and board members liable where they were actively engaged in the management supervision and oversight of the corporations affairs B. holding that a plaintiff must allege more than incompetence or corporate mismanagement before a claim of negligence rises to the level of securities fraud C. holding that a plaintiff must allege more than incompetence or corporate mismanagement before a claim of negligence rises to the level of securities fraud D. recognizing that diversion of substantial corporate assets to the debtors management or to other corporations owned by management constituted mismanagement at best and fraud or dishonesty at worse E. recognizing that when the corporations management or its shareholders are deadlocked with respect to a particular issue courts have realigned such corporations as party plaintiffs

assistant: The best answer is D. recognizing that diversion of substantial corporate assets to the debtors management or to other corporations owned by management constituted mismanagement at best and fraud or dishonesty at worse
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that issued the underlying protective order lacked subject matter jurisdiction. 389 F.3d at 534. The Fifth Circuit, relying on Lewis, affirmed Hick’s conviction upon determining that “nothing in the language of 18 U.S.C. § 922(g)(8) indicates that it applies only to persons subject to a valid, as opposed to an invalid, protective order.” Id. at 535 (emphasis in original). The court then pointed out that “[i]f Hicks truly believed that [the order] was invalid, he should have objected to the [county courtj’s subject-matter jurisdiction at the original court hearing, appealed the order for lack of jurisdiction, or sought a writ of mandamus from the local appellate court before possessing either firearms or ammunition.” Id. at 536 (emphasis in original); accord Young, 458 F.3d at 1005 (<HOLDING>); Wescott, 576 F.3d at 353 (determining that, Options: A. holding that the plaintiffs were not entitled to present testimony that they were induced to enter an automobile lease by promises that they could disregard terms of the lease B. holding that although miranda warnings were not given to defendant police officers they had no cause of action under 42 usc 1983 because they were never prosecuted C. holding that defendants prosecuted under section 922g8 may only attack the validity of the underlying protective order on the grounds that they were not provided a hearing of which they were given actual notice and an opportunity to participate D. holding defendants were properly joined because they are alleged to have participated in the underlying conspiracy E. holding that defendants had no standing where they conceded that they did not own the automobile searched and were simply passengers the owner of the car had been the driver of the vehicle at the time of the search

assistant: The best answer is C. holding that defendants prosecuted under section 922g8 may only attack the validity of the underlying protective order on the grounds that they were not provided a hearing of which they were given actual notice and an opportunity to participate
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: For purposes of Section 12.06 of the Limited Liability Company Agreement, all notices, demands or other communications to the Holder shall be directed to the address set forth on the signature page hereto for such Holder.

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 case excerpt and choose the best holding from the options. Case excerpt: who view it.”); Burgess v. Wallingford, 2013 WL 4494481, at *9 (D.Conn. May 15, 2013) (“Carrying a weapon alone is generally not associated with expression.”). Moreover, “the surrounding circumstances” on June 16 offer no support to Northrup’s intended message. As he notes, he simply was walking on a public sidewalk in his neighborhood with his wife, daughter, grandchild, and dog. Northrup fails to show his action of openly carrying a handgun is “sufficiently imbued with elements of communication” or that “the likelihood was great that the message would be understood by those who viewed it.” Spence, 418 U.S. at 409, 411, 94 S.Ct. 2727. Defendants are entitled to summary judgment on Northrup’s First Amendment claim on the basis of qualified immunity. See Burgess, 2013 WL 4494481, at *9 (<HOLDING>). D. Second Amendment Northrup claims Officer Options: A. holding that in deciding whether officers are entitled to qualified immunity it is not only the evidence of clearly established law that is for the court but also whether a reasonable officer could have believed that his or her conduct was lawful in light of the information the officer had B. holding that officers were entitled to qualified immunity where defendant officers could have reasonably believed that they were given sufficient third party consent to search C. holding that officers were not entitled to qualified immunity at the summary judgment stage where there was a triable dispute as to whether they were reasonable in shooting a suspect who was not facing or pointing his gun at them D. holding that defendants are not entitled to qualified immunity E. holding officers were entitled to qualified immunity where reasonable officers could disagree whether or not there was a great likelihood of plaintiffs visible weapon and his shirt quoting the connecticut state constitution regarding the right to bear aims conveying a message to those who viewed it

assistant: The best answer is E. holding officers were entitled to qualified immunity where reasonable officers could disagree whether or not there was a great likelihood of plaintiffs visible weapon and his shirt quoting the connecticut state constitution regarding the right to bear aims conveying a message to those who viewed it
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: determine “the actual amount of tort damages suffered, the elements of damage (including the amounts thereof), the degree of the tortfeasor’s fault, and the amount of the tort award or good faith settlement.” Id. ¶ 13 (emphasis added). This language suggests that, while a comparative negligence issue may not have been specifically before the Court, the same analysis would apply in such a situation. {10} It is essential to an understanding of this case and Gutierrez to recognize that workers’ compensation benefits are paid “without regard to fault....” Id. ¶ 12. Thus, Employer’s and Insurer’s argument that they should not have to pay for Worker’s negligence misses the mark. Gutierrez controls the issue in this case because that issue is duplication of recovery, not fault. See id. ¶ 10 (<HOLDING>). Fault is simply never an issue with ordinary Options: A. recognizing that the compensation that an employer pays may exceed an employees recovery from third parties B. holding that an employer is only allowed to be reimbursed from a tort recovery to the extent that the recovery duplicates the elements of damage covered by compensation benefits C. holding that recovery is limited to the portion of the medicaid recipients thirdparty recovery representing compensation for past medical expenses D. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate E. holding that the application of feca to tort claims bars all other recovery

assistant: The best answer is B. holding that an employer is only allowed to be reimbursed from a tort recovery to the extent that the recovery duplicates the elements of damage covered by compensation benefits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower, the Agent and each Initial Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective permitted successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender (and any other attempted assignment or transfer by any party hereto shall be null and void).

assistant: Binding Effects
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 disclosed in the Schedules annexed hereto, neither the Company nor any Person acting on any of their behalf has provided the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information. To the knowledge of the Company, the written materials delivered to the Purchasers in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Participant suffers a Disability, any current Election Form may be cancelled, provided that such cancellation shall occur by the later of the end of the taxable year of the Participant or the 15th day of the third month, following the date on which the Participant suffers the Disability.

assistant: Disability
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: Schedule 4.12 contains a correct and complete list of all of the Registered Station Intellectual Property, all of the call letters for the Stations and any Material common law trademarks included in the Station Intellectual Property. With regard to all Registered Station Intellectual Property, Schedule 4.12 specifies (i) the name of the applicant or registrant of record and the current owner, (ii) the jurisdiction where the application or registration is located (or, in the case of domain names, the registrars with which such domain names are registered), (iii) the application or registration number, (iv) the filing date and issuance, registration, or grant date, and (v) the prosecution or registration statute. All Material Licenses granting any rights with respect to Material Station Intellectual Property are in full force and effect and constitute legal, valid and binding obligations of Seller, and to the Knowledge of Seller, the other respective parties thereto. There have not been and there currently are not any Defaults thereunder by Seller or, to the Knowledge of Seller, any other party thereto. Neither Seller nor any of its Affiliates has, in connection with the business of the Stations, violated, infringed upon or unlawfully or wrongfully used the Intellectual Property of others. No Material Station Intellectual Property, as used in the business of the Stations, infringes upon or otherwise violates the rights of others, and no Person has asserted in writing within the twelve (12) months immediately preceding the date of this Agreement a bona-fide claim of such infringement or misuse. Seller has used commercially reasonable efforts to enforce, maintain and protect its interests in and to Station Intellectual Property. Seller has, and upon consummation of the transactions contemplated by this Agreement, Buyer will have, all right, title and interest in (or, subject to the terms of any applicable License, the right to use) the Station Intellectual Property, including the Registered Station Intellectual Property identified on Schedule 4.12 . All Material patents, trademarks, trade names, service marks, assumed names, and copyrights and all registrations thereof included in the Registered Station Intellectual Property are valid, subsisting and in full force and 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 legal provision and list the applicable contract clause categories. Provision: For the avoidance of doubt, the Partnership shall distribute to the Record Holders of Series A Preferred Units copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the Record Holders of Common Units of the Partnership, at such times and by such method as such documents are distributed to such Record Holders of such Common Units.

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: The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby the Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate without the prior written consent of the Agent, such consent not to be unreasonably withheld.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: no countervailing evidence was referenced, and certain paragraphs were related to extraneous guidelines. Additionally, the District Court had the benefit of a lengthy decision by the Appellate Division of the New Jersey Superior Court, which affirmed the judicial determination that Defendants abused and neglected J, C, and JJ and the termination of their parental rights as to these three children but reversed the state family judge’s finding of abuse and neglect with respect to two other children [their other two biological children]. See N.J. Div. of Child Prot. & Permanency v. C.J., 2014 WL 3881311 (N.J. Super. Ct. App. Div. Aug. 8, 2014) (per curiam); see also N.J. Div. of Child Prot. & Permanency v. C.J., 2016 WL 4608231 (N.J. Super. Ct. App. Div. Sept. 6, 2016) (per curiam) (<HOLDING>). 3 . No one suggests that the sentencing court Options: A. holding that trial court erred in granting kinship legal guardianship as to the two biological children B. holding that the trial court erred by granting the defendants motion to dismiss C. holding that superior court erred in granting judgment nov and remanding for a new trial generally D. holding in termination of parental rights case that trial court erred in taking judicial notice of evidence before him in guardianship hearing in same case E. holding that superior court erred in reversing trial courts order granting new trial and remanding for a new trial limited to apportionment of damages

assistant: The best answer is A. holding that trial court erred in granting kinship legal guardianship as to the two biological children
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any other person or entity is required in connection with the consummation of the transactions contemplated by this Agreement, except for compliance with notice filing and other requirements under federal and applicable state securities laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to his plea. See, e.g., People v. Coultas, 75 Ill.App.3d 137, 139 n. 1, 31 Ill.Dec. 110, 111 n. 1, 394 N.E.2d 26, 27 n. 1 (5th Dist.1979). Thus, Williams procedurally defaulted his claims solely on account of post-conviction counsel’s mistaken interpretation of Illinois law. Nevertheless, post-conviction counsel’s ineffective assistance provides neither an independent basis for habeas relief nor cause to excuse Williams’ procedural default. Since there is no constitutional right to post-conviction counsel, Pennsylvania v. Finley, 481 U.S. 551, 107 S.Ct. 1990, 95 L.Ed.2d 539 (1987), there is no right to competent counsel when the state elects to provide a lawyer in post-conviction proceedings. Cf. Wainwright v. Torna, 455 U.S. 586, 587-88, 102 S.Ct. 1300, 1301, 71 L.Ed.2d 475 (1982) (<HOLDING>). Moreover, Williams waived any claim of Options: A. recognizing constitutional right to effective counsel B. holding a criminal defendant has the right to effective assistance of counsel during a plea process C. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel D. holding that the sixth amendment right to counsel embodies the right to effective assistance of counsel E. holding that in the context of a discretionary appeal before a states highest court sjince the defendant had no constitutional right to counsel he could not be deprived of the effective assistance of counsel

assistant: The best answer is E. holding that in the context of a discretionary appeal before a states highest court sjince the defendant had no constitutional right to counsel he could not be deprived of the effective assistance of counsel
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 kill Tevin if he told about the molestation and that, despite Tevin’s repeated requests to go home, Loyd took Tevin to a dump site, made him lie down on the ground and announced to him that he was about to die before repeatedly strangling the child, who struggled so fiercely that he kicked off his own shoes. The State’s expert testified that even a small child’s natural reaction to strangulation would be to struggle and that death by strangulation can take as long as ten minutes to occur. The evidence supports the trial court’s finding beyond a reasonable doubt that the murder was outrageously or wantonly vile, horrible or inhuman in that it involved torture to the victim and the depravity of mind of the defendant. See Hance v. State, 245 Ga. 856, 861-862 (3) (268 SE2d 339) (1980) (<HOLDING>). Accord Presnell v. State, 274 Ga. 246, 248 Options: A. holding that begay rejected that circuits earlier approach under which an offense presented a serious potential risk of physical injury to another if the offense conduct had the potential for serious physical injury to another B. holding that torture occurs when the victim is subjected to serious physical abuse before death that serious sexual abuse may constitute serious physical abuse that facts supporting a finding of torture will also support a finding of depravity of mind and that the age of the victim may be considered in determining whether the evidence shows depravity of mind C. holding substantial evidence supported jury finding of abuse of process D. holding that torture of the victim or serious physical abuse language in the instruction cures vagueness of hac E. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim

assistant: The best answer is B. holding that torture occurs when the victim is subjected to serious physical abuse before death that serious sexual abuse may constitute serious physical abuse that facts supporting a finding of torture will also support a finding of depravity of mind and that the age of the victim may be considered in determining whether the evidence shows depravity of mind
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 nonmoving party must “set forth specific facts showing that there is a genuine issue for trial,” Anderson, 477 U.S. at 255, 106 S.Ct. 2505, and present such evidence as would allow a jury to find in his favor, Graham v. Long Island R.R., 230 F.3d 34, 38 (2d Cir.2000). A party may not rely “on mere speculation or conjecture as to the true nature of the facts to overcome a motion for summary judgment.” Lipton v. The Nature Company, 71 F.3d 464, 469 (2d Cir.1995) (quoting Knight v. U.S. Fire Ins. Co., 804 F.2d 9, 12 (2d Cir.1986)). Additionally, a party may not rest on the “mere allegations or denials” contained in his pleadings. Goenaga v. March of Dimes Birth Defects Found., 51 F.3d 14, 18 (2d Cir.1995). See also Ying Jing Gan v. City of New York, 996 F.2d 522, 532 (2d Cir.1993) (<HOLDING>). III. DISCUSSION A. THIRD-PARTY DEFENDANT TIP Options: A. holding that party may not rely on conclusory statements or an argument that the affidavits in support of the motion for summary judgment are not credible B. holding that affidavits that are conclusory and based on hearsay can not be used to oppose motion for summary judgment C. holding that a nonmoving party cannot defeat a motion for summary judgment by relying on conclusory statements D. holding that conclusory statements without factual support are of no value to the court when deciding a summary judgment motion E. holding affidavits based on conclusory allegations insufficient at summary judgment

assistant: The best answer is A. holding that party may not rely on conclusory statements or an argument that the affidavits in support of the motion for summary judgment are not credible
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 shall indemnify, defend and hold harmless the other party from any and all liability, loss, claim, lawsuit, injury, cost, damage or expense whatsoever (including reasonable attorneys’ fees and court costs) arising out of, incident to, or in any manner occasioned by the performance or non-performance of any duty or responsibility under this Agreement by such indemnifying party, or any of their employees, agents, contractors or subcontractors; provided, however, that neither party shall be liable to the other party hereunder for any claim covered by third party insurance, except to the extent that the liability of such party exceeds the amount of such insurance coverage.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: under no circumstances will crowdtangle parties be responsible for any damage , loss or injury resulting from hacking , tampering or other unauthorized access or use of the service or your account or the information contained therein .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive (to the extent not assumed by operation of law), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: courts to enter judgment. Only then will the circuit court be able to properly exercise its authority. An express aim of the Act is that its provisions are to be construed as to effectuate its general purpose to make uniform the law of those states which enact it. 710 ILCS 5/20 (West 1998). Our determination comports with the holdings expressed by courts in other jurisdictions. See Northern Indiana Commuter Transportation District v. Chicago Southshore & South Bend R.R., 685 N.E.2d 680, 694-95 (Ind. 1997) (noting that counterpart section in Indiana Uniform Act essentially enables the parties to control by contract what court may review an action to enforce an award and effectively provides the basis of jurisdiction); Tru Green Corp. v. Sampson, 802 S.W.2d 951, 953 (Ky. App. 1991) (<HOLDING>); H.T.I. Corp. v. Lida Manufacturing Co., 785 Options: A. holding that a dispute arising out of an insurance policy was not covered by the arbitration provision in the parties separate premium payment agreement because if the party had intended to subject this dispute to the arbitration provision it could easily clearly and unequivocally have done so either by including an arbitration provision in the insurance policy itself or by adding to the above arbitration provision B. holding that where an arbitration agreement between an employer and employee does not specifically provide for the handling of arbitration costs california courts should interpret the arbitration agreement as providing that the employer must bear the arbitration forum costs C. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration D. holding that the plain meaning of the counterpart provision in the kentucky uniform act reveals that the arbitration agreement must provide for the arbitration itself to be in kentucky in order to confer subjectmatter jurisdiction on a kentucky court E. holding that the federal arbitration act requires piecemeal resolution when necessary to give effect to an arbitration agreement and mandates enforcement of an arbitration agreement notwithstanding the presence of other persons who are parties to the underlying dispute but not to the arbitration agreement emphasis added

assistant: The best answer is D. holding that the plain meaning of the counterpart provision in the kentucky uniform act reveals that the arbitration agreement must provide for the arbitration itself to be in kentucky in order to confer subjectmatter jurisdiction on a kentucky 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 legal provision and list the applicable contract clause categories. Provision: Subject to the requirements and limitations of applicable laws and regulations, the Company shall indemnify, defend and hold the Trustee harmless against all claims, expenses and liabilities arising out of or related to the exercise of the Trustee’s powers and the discharge of their duties hereunder, unless the same shall be due to their gross negligence or willful misconduct.

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: Upon such Borrower obtaining knowledge thereof, such Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence thereof and what action such Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Borrower or a Material Subsidiary of such Borrower which, if adversely determined, is likely to have a Material Adverse Effect on such Borrower, (B) the institution of any proceedings against such Borrower or a Material Subsidiary of such Borrower with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on such Borrower or (C) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan against such Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA or the termination of any Plan of such Borrower.

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 case excerpt and choose the best holding from the options. Case excerpt: of the Fifth Amendment do not apply to physical characteristics such as the giving of a blood sample, voice sample, or handwriting exemplar. Pennsylvania v. Muniz, 496 U.S. 582, 595-98, 110 S.Ct. 2638, 110 L.Ed.2d 528 (1990); United States v. Dionisio, 410 U.S. 1, 7, 93 S.Ct. 764, 35 L.Ed.2d 67 (1973); Gilbert v. California, 388 U.S. 263, 266-67, 87 S.Ct. 1951, 18 L.Ed.2d 1178 (1967). The key distinction as to whether the Fifth Amendment applies is whether the incriminating communications, verbal or physical, are testimonial in nature. United States v. Hubbell, 530 U.S. 27, 34, 120 S.Ct. 2037, 147 L.Ed.2d 24 (2000). Toliver likens this case to the situation in Hubbell where the Supreme Court held that the mere act of producing documents, in some cases, may b 6-47 (4th Cir.2006) (<HOLDING>). Here, except for the GARRY scar tattoo, the Options: A. holding that where the district courts sentencing decision was amply supported by the evidence and the defendant thus received a sentence merited by the evidence the defendant could not show the error affected his substantial rights B. holding that a demonstration by the defendant that he could not physically wear the fanny pack as alleged by the police is not testimonial evidence C. holding that because the court could not consider police reports it could not rely on an attorneys argument based on the police report as the basis for determining the statutory basis for a conviction D. holding that an essential interest specific to the defendant is required to physically restrain a defendant during his trial E. holding that a suspect who continued walking when approached by a police officer did not submit until physically restrained by the officer

assistant: The best answer is B. holding that a demonstration by the defendant that he could not physically wear the fanny pack as alleged by the police is not testimonial evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This First Amendment is executed by Enphase to acknowledge, agree and consent to the amendments made pursuant hereto, and to acknowledge that the security interests and liens granted by Enphase to Flex under the Security Agreements will continue to secure all Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In Euros or Dollars Under Certain Circumstances . If (i) any Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in Euros or Dollars and the amount so payable shall be determined by translating the amount payable in such Optional Currency to Euros or Dollars at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by Euros or Dollars (and the provisions governing payments in Optional Currencies or Dollars in this Agreement shall apply to such payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency.

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: been true at the time the articles were first published as news stories, is still true after all these years. All of these facts and circumstances should be taken into consideration by the referee in determining whether the contents of the advertisement violated rules 4-7.2(b)(l)(B), 4-7.2(b)(3), and 4-7.4(b)(1)(E). We do not offer an opinion concerning these issues or any remaining factual issues. Rather, we direct the referee to take a fresh look at this case in light of this opinion. If necessary, it is also permissible for the Bar to be allowed to amend its complaint prior to the formal hearing before the referee to more particularly identify the factual circumstances alleged by the Bar to give rise to the alleged rule violations. See Fla. Bar v. Batista, 846 So.2d 479 (Fla.2003) (<HOLDING>). CONCLUSION Accordingly, the Court approves Options: A. holding that charges should be given more precise content by taxes and fees B. holding that 1983 claims accrued when all charges were dismissed rather than a previous date on which the conviction was vacated on the theory that the charges remained pending until the dismissal C. holding that the speedy trial clock for state charges did not begin to run when the defendant was taken into custody by federal authorities on federal charges but rather when he was indicted for the state charges D. holding that an exception to the charges having to do with contributory negligence charges two three and four was insufficient to preserve issue for appeal E. holding attorneys must be given reasonable notice of the charges they face before the referees hearing on those charges

assistant: The best answer is E. holding attorneys must be given reasonable notice of the charges they face before the referees hearing on those charges