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: Pursuant to Section 2.1(a)(x) , the Seller assigns to the Purchaser all of its right, title and interest in, to and under the Purchase Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of Carvana made to the Seller pursuant to Section 3.1(b) of the Purchase Agreement. As of the Closing Date, the Seller hereby represents and warrants to the Purchaser that the Seller has neither taken, nor caused, instructed or authorized to be taken, any action which would cause such representations and warranties of Carvana to be false or incorrect in any material respect as of the Closing Date. The Seller further acknowledges that the Purchaser and the Permitted Assigns rely on the representations and warranties of the Seller under this Agreement and of Carvana under the Purchase Agreement in, as applicable, accepting the Transferred Contracts and executing and delivering the Loan and Security Agreement and the Certificates or consummating the other transactions contemplated by the Transaction Documents.

assistant: Representations
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: indeed, it says nothing whatever about judicial power.” Honig, 484 U.S. at 327, 108 S.Ct. at 606 (internal citation omitted). Accordingly, a court may choose between granting injunc-tive relief favoring the status quo under section 1415(j) (amending section 1415(e)(3)(A)) or changing a child's placement and the financial responsibility for such a placement under section 1415(i)(2)(B)(iii) (amending section 1415(e)(2)), See Stacey G. v. Pasadena Indep. Sch. Dist., 695 F.2d 949, 955 n. 5 (5th Cir.1983) (stating that the stay put provision “does not place a statutory bar to the district court’s grant of equitable relief that may result in a change of funding of the child’s placement, or a modification of the placement”); Doe v. Brookline Sch. Comm., 722 F.2d 910, 918 (1st Cir.1983) (<HOLDING>). C. Hearing Officer’s Authority In this case, Options: A. holding that use of the preliminary injunction equitable factors would dilute the statutory framework under the stay put provision B. holding that the explicit status quo provisions together with 2 first form an integrated harmonious scheme for preserving the status quo from the beginning of the major dispute through the final 30day coolingoff period C. holding that the stay put provision establishes a strong preference but not a statutory duty for maintenance of the status quo D. holding that a federal action to enforce the stay put provision is not itself a pending proceeding under 1415 that triggers stay put E. holding that where a proposed project does not alter the status quo then it does not have a significant impact

assistant: The best answer is C. holding that the stay put provision establishes a strong preference but not a statutory duty for maintenance of the status quo
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: and transact all and singular her affairs.” 2 . For ease of discussion, the defendants in the Sullivan Suit are referred to collectively as the "Malta Park Defendants." 3 . In the Sullivan Suit, the plaintiffs asserted the following causes of action: (1) fraud in the inducement, (2) strict liability pursuant to La. C.C. art. 2317.1, (3) failure to exercise reasonable and ordinary care over the premises, (4) negligent hiring, (5) a Louisiana Unfair Trade Practice Act claim, (6) breach of state law as to the administration of drugs to residents, (7) breach of fiduciary duty, (8) mental anguish, (9) invasion of Ms. Sullivan’s right to privacy, (10) unjust enrichment, (11) fraud, (12) negligent misrepresentation, (13) conspiracy, (14) detrimental reliance, (15) c 380 (N.J.Super.Ct.1977) (<HOLDING>); Baird v. Dun and Bradstreet, 446 Pa. 266, 285 Options: A. holding that the defendant did not establish good faith as a matter of law B. holding that police report of witnesss statement was inadmissible because witness had not adopted report as accurate when matter was fresh in his memory C. holding that private detectives report imputing to plaintiffs an adulterous relationship constitutes libel as a matter of law D. holding that it may be decided as a matter of law E. holding district courts adoption of the presentence report constitutes sufficient findings

assistant: The best answer is C. holding that private detectives report imputing to plaintiffs an adulterous relationship constitutes libel as a matter of law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations and franchises material to the conduct of its business, except (other than with respect to the Borrower) to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction permitted under Section 7.03.

assistant: Existence
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 put back in good condition after damage, decay, etc.; mend, fix”). Thus, the classic cases involved, for example, repairs by a railroad company to existing tracks on which an accident had occurred. See Lancashire & Yorkshire Railway, 21 L.T.R. (n.s.) at 263. Over time, however, the subsequent repairs rule was not so closely limited, and “[a]t common law, the courts analyzed many different remedial actions under the rubric of ‘repairs.’” Leonard Packel and Anne Bowen Poulin, Pennsylvania Evidence § 407-1, at 242 (West 1999). Accordingly, courts began to describe the doctrine as the “subsequent remedial measures rule,” to reflect its broader application to, for example, post-accident warnings, safety precautions and changes in procedure. See, e.g., Baron, 202 Pa. at 282, 51 A. at 979 (<HOLDING>). See generally 63 Am.Jur.2d Products Liability Options: A. holding that the admission of expert testimony was prejudicial where the testimony was pervasive B. holding harmless the improper admission of a social workers hearsay testimony concerning a childs report of sexual abuse where the credibility of the childs testimony was supported by other witnesses C. holding the doctrine applicable to bar the admission of evidence including testimony concerning the implementation of postaccident changes in procedure D. holding that any error in the exclusion of evidence is cured by the subsequent admission of the evidence E. holding that the admission of testimony concerning the presence of a gun in the family home may have been inadmissible but the evidence was miniscule sic in relation to the overwhelming amount of evidence properly before the jury such that any error was harmless and the district court properly denied a motion for mistrial

assistant: The best answer is C. holding the doctrine applicable to bar the admission of evidence including testimony concerning the implementation of postaccident changes in procedure
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 and every right granted to the Agent and the Lenders hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time subject only to the limitations set forth in this Guarantee. No failure on the part of the Agent and the Lenders to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Agent or other Lender of any right preclude any other or future exercise thereof or the exercise of any other right.

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 legal provision and list the applicable contract clause categories. Provision: (a) The Borrower and each of its Restricted Subsidiaries (i) is duly organized, validly existing and in good standing (or the local equivalent) under the laws of the jurisdiction of its organization, (ii) has the corporate, partnership or limited liability company power, as the case may be, and authority, and the legal right, to own and operate its Properties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged and in which it proposes to be engaged after the Closing Date, (iii) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all applicable Requirements of Law, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500 (or such lesser amount as the Administrative Agent may agree) , (C) an Administrative Questionnaire unless the assignee is already a Lender of the applicable Class and (D) the documents required under Section 2.20 if such assignee is a Foreign Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A bodily injury, disease or mental condition which prevents the individual from engaging in any employment or occupation for wage or profit on a continued and permanent basis for the remainder of the individual’s life, for which such individual is eligible for and receiving a disability benefit under Title II of the Federal Social Security Act. The permanence and degree of such incapacity will be supported by medical evidence. No Participant shall be deemed to have incurred a Disability, if disability results from engaging in a criminal act, a self-inflicted injury, service in the armed forces of any county, or war, insurrection or rebellion.

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: Such Loan is being in connection with (i) a Subsequent Acquisition or (ii) payment of additional amounts owed under the Acquisition Agreement as a result of post-closing adjustments to the PSA Purchase Price in accordance with the terms of the Acquisition Agreement, including pursuant to Section 8.1 thereof.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 362 U.S. 600 80 S.Ct. 960 4 L.Ed.2d 980 Harry NEEDELMAN, petitioner,v.UNITED STATES of America. No. 278. Supreme Court of the United States October Term, 1959. May 16, 1960 Rehearing Denied June 27, 1960. See 363 U.S. 858, 80 S.Ct. 1606. Herbert A. Warren, Jr., Miami, Fla., for petitioner. Oscar H. Davis, Washington, D. C., for respondent. On writ of certiorari to the United States Court of Appeals for the Fifth Circuit. PER CURIAM. 1 After hearing oral argument, and further study of the record, we conclude that the record does not adequately present the questions tendered in the petition. Accordingly the writ is dismissed as improvidently granted. 2 Mr. Justice FRANKFURTER, whom Mr. Justice CLARK and Mr. Justice HARLAN join. 3 Considering the volume of cases which invoke the Court's discretionary jurisdiction—as of today 1,092 such cases have been passed on during this Term—it would be indeed surprising if in each Term there were not two or three instances of petitions which, after passing through the preliminary sifting process, did not survive the scrutiny of oral argument. See the cases collected in Rice v. Sioux City Cemetery, 349 U.S. 70, 77-78, 75 S.Ct. 614, 99 L.Ed. 897, and, more recently, Triplett v. Iowa, 357 U.S. 217, 78 S.Ct. 1358, 2 L.Ed.2d 1361; Joseph v. Indiana, 359 U.S. 117, 79 S.Ct. 720, 3 L.Ed.2d 673; and Phillips v. New York, 362 U.S. 456, 80 S.Ct. 874. But this is not one of them. The specific questions which were presented by the petition for certiorari are not now found to be frivolous nor do they raise disputed questions of fact, nor does the record otherwise appropriately preclude answers to them. In my view they call for answers against the claims of the petitioner and I would therefore affirm the judgment. In view of the disposition of the case elaboration is not called for.

assistant: 9
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 two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic transmission.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 811 A.2d 10, 14 (Pa.Super.Ct.2002). 10 . Because the Court concludes that the Franchisees have stated a claim for breach of the covenant of good faith within the bounds established by Razumic and Witmer, the Court need not consider the parties' arguments about whether the duty of good faith might extend beyond termination to other aspects of the franchise relationship. 11 . It is undisputed that the defendants are ''persons” that may be held liable under RICO. See 18 U.S.C. § 1961(3) (defining "person” as "any individual or entity capable of holding a legal or beneficial interest in property”). 12 . Indeed, because the corporate defendants are both "persons” and "enterprises,” it is not clear whether they could be held liable under § 1962(b). See Lightning Lube, Inc., 4 F.3d at 1190 (<HOLDING>). The Court of Appeals has held that the Options: A. holding that to prevail under civil rico plaintiff must prove that defendants participated in the conduct of an enterprise through a pattern of racketeering activity B. holding that a pattern of racketeering activity required multiple illegal schemes C. holding that instructions allowing a jury to find an enterprise from evidence of its activity as opposed to its structure properly conveyed the holding in turkette that proof of a pattern of racketeering activity may be sufficient in a particular case to permit a jury to infer the existence of an associationinfact enterprise D. holding that to state a 1962a claim plaintiff must allege that the defendants received income derived from a pattern of racketeering activity and invested it in the acquisition of any interest in or the establishment or operation of a rico enterprise E. recognizing that it is difficult to understand how a corporation can acquire or maintain an interest in itself through a pattern of racketeering activity and that 1962b may require that the person and enterprise be distinct entities

assistant: The best answer is E. recognizing that it is difficult to understand how a corporation can acquire or maintain an interest in itself through a pattern of racketeering activity and that 1962b may require that the person and enterprise be distinct entities
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 to the extent otherwise specifically provided in an employment agreement between you and the Manager, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any applicable taxes that may arise pursuant to this Award (including taxes arising under Code Section 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Administrator shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement amends and restates in its entirety the Existing Credit Agreement. All references to the “Credit Agreement” contained in the other Loan Documents delivered in connection with the Existing Credit Agreement or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Obligations of the Loan Parties outstanding under the Existing Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the other Loan Documents as defined in this Agreement. Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations.

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: To the extent unpaid as of the Resignation Date, Executive will be entitled to receive the salary and benefits set forth in Sections 6(a)(1), 6(a)(2) and 6(a)(3) of the Employment Agreement, subject to and in accordance with the terms thereof. For the avoidance of doubt, Executive will not be entitled to an Annual Bonus for 2018.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: F.2d 923, 926 (9th Cir.1990). This distinction between core and noncore matters ensures that the bankruptcy courts will not encroach impermissibly in the province reserved by the Constitution to Article III courts. Mankin, 823 F.2d at 1300-07 (discussing Northern Pipe Line Constr. Co. v. Marathon Pipe Line Co., 458 U.S. 50, 102 S.Ct. 2858, 73 L.Ed.2d 598 (1982)). The appellees urge us to adopt a “but-for” test to determine whether a proceeding is core or noncore. According to this logic, if a cause of action would not have arisen “but for” the bankruptcy case, it is within the bankruptcy court’s jurisdiction. Because the antitrust action could not have arisen without the Trustee’s sale of the cobalt-60, the appellees maintain, the antitrust claims constitute core matt 3 (5th Cir.1990) (<HOLDING>). CONCLUSION The district court erred in ruling Options: A. holding that action for rico violations against shareholders officers and directors of corporations that had filed for chapter 11 reorganization and had completed confirmation proceedings was not a core proceeding B. recognizing privilege for corporate officers directors and shareholders to influence the actions of their corporation C. holding that remedies provided in the bankruptcy code for enforcing a chapter 11 plan of reorganization are not exclusive D. recognizing a cause of action against a corporations directors brought by a creditor for the fraudulent misrepresentation of the corporations financial condition E. holding a shareholders cause of action accrued for statute of limitations purposes when shareholders and directors of a company asserted a right to stock which was hostile to the plaintiffs claim to the stock

assistant: The best answer is A. holding that action for rico violations against shareholders officers and directors of corporations that had filed for chapter 11 reorganization and had completed confirmation proceedings was not a core proceeding
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 Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: `` linden content '' is the content provided to you in connection with the service , including , but not limited to content we created or licensed from third parties subject to the license set forth herein .

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 case excerpt and choose the best holding from the options. Case excerpt: § 1227(a)(2)(A)(iii). See Tijani v. Holder, 628 F.3d 1071, 1080 (9th Cir. 2010) (issues not raised in an opening brief are waived). To the extent that Verdu-Degregorio contends that he did not knowingly waive his right to appeal his removal order and request withholding of removal, his due process claim fails because he does not explain how his due process rights were violated in his signing of the waiver, nor did he establish any resulting prejudice. See Lata v. INS, 204 F.3d 1241, 1246 (9th Cir. 2000) (requiring error and prejudice to prevail on a due process claim). To the extent that Verdu-Degregorio is collaterally attacking his underlying state criminal conviction, we lack jurisdiction to consider this claim. See Ramirez-Villalpando v. Holder, 645 F.3d 1035, 1041 (9th Cir. 2010) (<HOLDING>). PETITION FOR REVIEW DENIED in part; DISMISSED Options: A. holding that petitioner could not collaterally attack his state court conviction on a petition for review of an agency decision B. holding an agency decision is not final during the time the agency considers a petition for review C. holding that a habeas petitioner must be in custody under the conviction or sentence under attack at the time his petition is filed D. holding that a habeas petitioner cannot collaterally attack the conviction serving as a predicate for a removal order E. holding that a defendant cannot collaterally attack a prior state conviction during a federal sentencing proceeding in a different case

assistant: The best answer is A. holding that petitioner could not collaterally attack his state court conviction on a petition for review of an agency decision
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: Receipt by the Administrative Agent of (i) the Audited Financial Statements and (ii) a business plan and budget of the Borrower and its Subsidiaries on a consolidated and consolidating basis, including forecasts prepared by management of the Borrower, of consolidated and consolidating balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the first year following the Closing Date.

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: The proceeds of the Loans shall be used (i) to refinance existing indebtedness for borrowed money, (ii) to finance working capital and capital expenditures; (iii) to make Permitted Acquisitions, and (iv) for general corporate purposes including, but not limited to dividends and Company stock purchases as permitted under Section 8.2.5 [Dividends and Related Distributions] (including the payment of fees and expenses related to the foregoing permitted purposes).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: National Bank of Richmond, 223 Va. 519, 290 S.E.2d 863 (1982), held that exempt funds deposited into a general account and commingled with non-exempt funds lose their exempt status. Accordingly, because these funds have been commingled with non-exempt funds in a general bank account, which has been used by both parties to pay individual and joint bills, the social security benefits are no longer exempt. While the court is aware that several federal courts have questioned the holding of Bernardini, the court will adhere to this binding precedent. See NCNB Financial Services v. Shumate, 829 F. Supp. 178, 180-81 (W.D. Va. 1993), aff’d sub nom. NationsBank of North Carolina, N.A. v. Shumate, 45 F.3d 427 (4th Cir. 1994), cert. den. 515 U.S. 1161, 132 L. Ed. 2d 859, 115 S. Ct. 2616 (1995) (<HOLDING>). The Bernardini court distinguished Philpott Options: A. holding a social security number is not private B. holding that the express language of 407a and the clear intent of congress that social security benefits not be attachable C. holding that under 42 usc 407a social security benefits commingled with other nonexempt funds in a bank account remain exempt if the funds are reasonably traceable to social security income D. holding that use of social security benefits satisfied child support obligation E. holding that 407a imposes a broad bar against the use of any legal process to reach all social security benefits

assistant: The best answer is C. holding that under 42 usc 407a social security benefits commingled with other nonexempt funds in a bank account remain exempt if the funds are reasonably traceable to social security income
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender other than in connection with a Reorganization permitted by Section 7.3 hereof and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.3(b) , (ii) by way of participation in accordance with the provisions of Section 10.3(d) , (iii) to an SPV in accordance with the provisions of Section 10.3(g) , or (iv) by way of a pledge of its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party and each Restricted Subsidiary thereof has duly filed or caused to be filed all federal and state income Tax returns and all other material federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Restricted Subsidiary). Such returns accurately reflect in all material respects all liability for all applicable Taxes of the related Credit Party or Restricted Subsidiary thereof for the periods covered thereby. As of the Closing Date, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority of the Tax liability of any Credit Party or any Restricted Subsidiary thereof other than those set forth on Schedule 8.6 . No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof with respect to unpaid Taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). As of the Closing Date, the charges, accruals and reserves on the books of each Credit Party and each Restricted Subsidiary thereof in respect of federal, state, local and other Taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Restricted Subsidiary thereof and ended prior to the Closing Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years.

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: ‘opportunity’ to work in channel sales, but never intended to actually perform the role.” Pl.’s Resp. 10. This is further evidence that Savignano continued to have doubts about Hobbs’s attitude and commitment before she was moved to channel sales. Hobbs’s recorded conversation similarly demonstrates that Savignano wanted to discharge Hobbs as early as mid-2008, long before Hobbs inquired about FMLA leave, due to what he perceived as a poor attitude and miscommunications. During this same conversation, Webb indicated that Ketera was experiencing financial difficulty because of salaries exceeding sales. Together, this evidence undermines Hobbs’s reliance on temporal proximity. See Clark Cnty. Sch. Dist. v. Breeden, 532 U.S. 268, 272-74, 121 S.Ct. 1508, 149 L.Ed.2d 509 (2001) (per curiam) (<HOLDING>). Without temporal proximity, Hobbs’s argument Options: A. holding that the plaintiff made a prima facie case even though there was no evidence of causal connection other than the fact that the plaintiff was fired after bringing a lawsuit B. holding that where evidence showed plaintiffs supervisor considered transferring plaintiff the day before she was served with plaintiffs lawsuit there was no causal connection showing that the transfer was retaliatory C. holding that to show a causal connection the plaintiff must demonstrate a relationship between the misconduct and the plaintiffs injury D. holding in the context of a title vii retaliation claim that a twoyear gap between the plaintiffs protected activity and the claimed retaliatory act proves fatal to plaintiffs assertion that there is a causal connection E. holding plaintiffs supervisor subject to suit

assistant: The best answer is B. holding that where evidence showed plaintiffs supervisor considered transferring plaintiff the day before she was served with plaintiffs lawsuit there was no causal connection showing that the transfer was retaliatory
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: S.Ct. 1880, 68 L.Ed.2d 378 (1981). But the accused’s statement may be admitted nevertheless if an Edwards initiation occurs; that is, the statement is admissible “when, without influence by the authorities, the suspect shows a willingness and a desire to talk generally about his case.” United States v. Whaley, 13 F.3d 963, 967 (6th Cir.1994). Zagorski did not just express a voluntary willingness “to talk generally about his case” — he insisted on giving Detective Perry specific details. As a result, the state court decision was neither contrary to, nor involved an unreasonable application of clearly established Federal law. Moreover, Zagorski cannot demonstrate that the admission of his June 1 statement was not harmless error. See Kyger v. Carlton, 146 F.3d 374, 382-83 (6th Cir.1998) (<HOLDING>). C. Jury Instruction on Malice Zagorski Options: A. holding that the admission of a statement obtained in violation of miranda v arizona 384 us 436 86 sct 1602 16 led2d 694 1966 resulted in harmless error because the defendant repeated the substance of the statement in a later admissible statement B. holding that the district courts improper admission of an unauthenticated registration statement was harmless because the proponent of the registration statement later properly authenticated the statement in a motion to reconsider C. recognizing miranda v arizona 384 us 436 468 86 sct 1602 1624 16 led2d 694 1966 D. holding that because the fifth amendment protects against the use of coerced statements at trial not mere compulsion a violation of the requirements set forth in miranda v arizona 384 us 436 86 sct 1602 16 led2d 694 1966 did not give rise to a 1983 claim E. holding that police must consider the age of a juvenile suspect when determining whether the juvenile is in custody for purposes of miranda warnings see miranda v arizona 384 us 436 86 sct 1602 16 led2d 694 1966

assistant: The best answer is A. holding that the admission of a statement obtained in violation of miranda v arizona 384 us 436 86 sct 1602 16 led2d 694 1966 resulted in harmless error because the defendant repeated the substance of the statement in a later admissible statement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: they were in the nature of non-professional services, and therefore eligible to the extent they ean be shown to be actual, necessary costs and expenses of preserving the estate. In light of the nature and extent of his services I find that Mr. Zell acted in the role of a professional and cannot be compensated under Section 503(b)(1)(A). The term “professional” is not limited to licensed individuals, but is defined more generally. Webster’s defines a professional as “one who belongs to one of the learned professions or is in an occupation requiring a high level of training and proficiency.” The term generally connotes one who works with little supervision or who has discretion and autonomy in the performance of his duties. Courts interpreting the scope of the term 75 (N.D.Ill.1992) (<HOLDING>); In re Carolina Sales Corp., 45 B.R. 750 Options: A. holding that a mayor although the executive officer may still have legislative functions B. holding that statements made only to supervisor and chief by police officer were matters of public concern C. holding that director and chief executive officer hired prepetition to liquidate assets was a professional D. holding the chief of police was an atwill employee because the parties agreed that the chief of police was an appointed officer and the citys charter stated that officers shall be appointed and may be removed by the mayor with consent of the council E. holding chief of police an executive officer because a member of the executive branch and an officer

assistant: The best answer is C. holding that director and chief executive officer hired prepetition to liquidate assets was a professional
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 particular individual. Morrow, 719 F.3d. at 167. A state actor’s duty to protect a particular individual does not arise merely from the state actor’s “knowledge of the individual’s predicament or from its expressions of intent to help him.... ” Id. at 168. Rather, such duty arises only where the state actor takes the person into its custody without consent and, by virtue of such custody, limits the individual’s freedom to act. Id. A “special relationship” exists only in the limited circumstances where the state has taken a person into custody or has otherwise prevented that person from helping him/herself. Kneipp, 95 F.3d at 1204-05; D.R. by L.R. v. Middle Bucks Area Vo. Tech. School, 972 F.2d 1364, 1370 (3d Cir.1992); see also Torisky v. Schweiker, 446 F.3d 438, 446 (3d Cir.2006) (<HOLDING>); Regalbuto v. City of Philadelphia, 937 Options: A. recognizing special circumstances exception B. recognizing the existence of the special relationship C. holding that the special relationship exception does not apply to the relationship between a student and a school D. holding that the special relationship exception must be confined to cases in which a person is taken into state custody against his will E. holding that the special relationship exception did not apply because the decedent was not in defendants custody

assistant: The best answer is D. holding that the special relationship exception must be confined to cases in which a person is taken into state custody against his will
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 term of this Agreement (the “Term”) shall commence as of the Effective Date hereof and shall continue in effect for a period of two (2) years, unless otherwise terminated earlier pursuant to Paragraph 4 hereof.

assistant: Terms
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: counselor who treated her. During the administrative hearing, Dr. Vargas testified that the plaintiff has a generalized anxiety disorder with a panic disorder. Opponent’s Evidence Submitted in Response to Exhibit D of the Court’s Order, Exhibit 2, at 150. Dr. Vargas also testified that the plaintiff had been prescribed anti-depressant medication in the past, id. at 134, 138-39, and that she had been suicidal, id. at 136. The plaintiff infers that “[t]he testimony of [her] psychotherapist, Dr. Vargas, was strong enough that Judge Volkman stopped the hearing immediately after hearing Dr. Vargas’ testimony.” Opponent’s Amended Responsive Submission in Response to Exhibit D of the Court’s Order, at 5. Again, the plaintiffs inference is not reasonable. See Brown, 848 F.2d at 1540 n. 12 (<HOLDING>). The plaintiff commits the common fallacy of Options: A. holding that a reasonable inference need not be the sole possible inference B. recognizing that to uphold the government contentions would require the court to pile inference upon inference C. holding that the nonmovant need not be given the benefit of every inference but only of every reasonable inference D. recognizing that a vital fact may not be established by piling inference upon inference E. holding that effect must be given if possible to every clause and word of a statute

assistant: The best answer is C. holding that the nonmovant need not be given the benefit of every inference but only of every reasonable inference
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: HCFA waived its right to determine final indirect cost rates because nothing in the record indicates that the government voluntarily relinquished its right to set final indirect cost rates for 1987-1991. Nor can HCFA’s pattern of conduct be construed as inferring a waiver because HCFA continued to negotiate final indirect cost rates with Data after 1994. To further support its argument that the government waived its right in 1994 to establish final indirect cost rates for the 1987-1991 period, Data cites to Gresham & Co. Inc. v. United States, 200 Ct Fed.Cl. 428, 432 (2004) (stating that a “waiver of a contractual requirement by course of dealing cannot be established by a single occurrence”); Appeal of John Lembesis Co., ASBCA No. 24100, 80-2 BCA K 14,571, 1980 WL 2670 (June 30, 1980) (<HOLDING>). Furthermore, Data’s negotiations with HCFA in Options: A. holding that the waiver in two previous contracts was insufficient to support waiver of the contract at issue in that appeal B. holding that a failure to file an appeal is within the scope of the waiver because the failure does not undermine the validity of the plea or waiver C. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary D. holding failure to object in timely fashion at trial results in waiver of issue for appeal E. holding that failure to raise issue in brief constitutes waiver of appeal of the issue

assistant: The best answer is A. holding that the waiver in two previous contracts was insufficient to support waiver of the contract at issue in that appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The amount of Damages required to be paid by an Indemnifying Party to another party pursuant to this Article 7 shall be reduced to the extent of any amounts actually received in cash by such other party pursuant to the terms of any insurance policy (excluding self-insurance and flow-through insurance policies), less any documented costs or expenses incurred in connection therewith (including any documented increased insurance premiums); provided, however, a party entitled to indemnification hereunder shall not be obligated to seek recovery under any insurance policy. If the indemnified party actually receives cash proceeds under an insurance policy (excluding self-insurance and flow-through insurance policies) after the Indemnifying Party has fully paid the Damages, then the amount of such reduction, less any costs or expenses incurred in connection therewith (including any increased insurance premiums) shall be repaid by the indemnified party to the Indemnifying Party.

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: From and after the Effective Date, the Borrower and/or the Administrative Agent, as applicable, shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

assistant: Payments