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: None of the delivery or sale of the Class C Re-REMIC Security, the consummation of any other of the transactions contemplated herein, or the execution and delivery of the Transaction Documents by it, nor compliance with the provisions of the Transaction Documents, does or will conflict with or result in the breach of any material term or provision of the certificate of formation or the organizational documents of it, and it is not in breach or violation of or in default (nor has an event occurred which with notice or lapse of time or both would constitute a default) under the terms of (A) any indenture, contract, lease, mortgage, deed of trust, note, agreement or other evidence of indebtedness or other agreement, obligation or instrument to which it is a party or by which it or its properties are bound, or (B) any law, decree, order, rule or regulation applicable to it of any court or supervisory, regulatory, administrative or governmental agency, body or authority, or arbitrator having jurisdiction over it, or its properties, in each case the default, breach or violation of which would have a material adverse effect on the Depositor or on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party; and none of the consummation of any other of the transactions contemplated herein, or the compliance with the provisions of the Transaction Documents will result in such a default, breach or violation or which would have such a material adverse effect. The Depositor is in compliance with all applicable provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, any applicable anti-money laundering statutes, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

assistant: No Conflicts
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) Keep all material Property in good working order and condition, ordinary wear and tear and casualty and condemnation excepted and except to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect or as otherwise expressly permitted by this Agreement, (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar business operating in the same or similar locations. Within 60 days after the Effective Date (or such later date as the Administrative Agent may reasonably agree), the umbrella liability insurance and property insurance of the Group Members shall (i) name the Collateral Agent, on behalf of the Secured Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Administrative Agent, that names Collateral Agent, on behalf of Lenders as the loss payee thereunder and (c) if any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Regardless of whether or not a signed copy of the arbitration agreement may be necessary to make an arbitration clause enforceable, unsigned agreements are not automatically sufficient to compel arbitration without some proof that a party agreed to arbitration. Here, the problem with the purported agreement to arbitrate is much bigger than whether or not it was signed — -there is no evidence that Easterling was a card member or a party to the agreement to arbitrate. Thus, the principal holding from West applies: courts will enforce arbitration clauses only upon the actual parties to the arbitration agreement. See West; Benjamin at ¶ 33; Teramar Corp. at 41, 531 N.E.2d 721; cf. Midland Funding NCC-2 Corp. v. Johnson, 5th Dist. No. 07 CA 29, 2008-Ohio-3900, 2008 WL 2954286, ¶ 15, 16 (<HOLDING>). {¶ 13} Having found that Worldwide failed to Options: A. holding that an appellants failure to strictly comply with parap 1925a2 did not warrant an application of the waiver rule as no court order had been violated and there was no prejudice to any party B. holding that the district court must strictly comply with rule 11 so that it can be determined whether the plea is knowingly and voluntarily entered C. holding that a sentencer must not be precluded from considering any of the circumstances of the offense that the defendant proffers D. holding a trial court lacks jurisdiction when a party fails to strictly comply with the statutes regarding service E. holding that a creditcard issuers failure to strictly comply with rc 271114 precluded the trial court from considering the application for enforcement of the award

assistant: The best answer is E. holding that a creditcard issuers failure to strictly comply with rc 271114 precluded the trial court from considering the application for enforcement of the award
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) mail to the number set out in Section 6.3 of the Subscription Agreement if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) when transmitted via electronic mail to the email address set out in Section 6.3 of the Subscription Agreement, (d) the day following the day (except if not a business day then the next business day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (e) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective Parties, shall be sent to the applicable address set forth in the Notices section of the Subscription Agreement, unless another address has been previously specified in writing.

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 their statutory duties. M.C.L. § 552.501 et seq. Indeed, absolute immunity has been extended to government officials who perform quasi-judicial duties. Bush v. Rauch, 38 F.3d 842, 847 (6th Cir.1994). This rule grows out of recognition of “the need for government officials to be able to make impartial decisions without the threat of personal liability for actions taken pursuant to their official duties.” Id., at 847, n. 5. The actions here complained of are integral to the judicial process and are properly characterized as quasi-judicial or prosecutorial in nature. Defendants are entitled to absolute immunity from liability in their individual capacities. See Johnson v. Granholm, 662 F.2d 449, 450 (6th Cir.1981), cert. denied, 457 U.S. 1120, 102 S.Ct. 2933, 73 L.Ed.2d 1332 (1982) (<HOLDING>); Wagner v. Genesee County Bd. of Comm’rs, 607 Options: A. holding michigan friend of the court employees absolutely immune from suit under 1983 B. holding witnesses are absolutely immune from suit for damages with respect to testimony C. holding that state judges are absolutely immune from 1983 liability except when acting in the clear absence of all jurisdiction D. holding that prosecutors are absolutely immune from claims alleging conspiracy to present false testimony but witnesses including police officerwitnesses are not absolutely immune from such claims E. recognizing that a judge is not absolutely immune from criminal liability

assistant: The best answer is A. holding michigan friend of the court employees absolutely immune from suit under 1983
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: Landlord and Tenant each warrant to the other that the person or persons executing this Third Amendment on its behalf has or have authority to do so and that such execution has fully obligated and bound such Party to all terms and provisions of this Third Amendment.

assistant: Authority
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: U.S. 138, 147, 103 S.Ct. 1684, 1690, 75 L.Ed.2d 708 (1983). We have held that no First Amendment protection attaches to speech that — for personal benefit — exposes personally suffered harassment or discrimination. See, e.g., Morgan, 6 F.3d at 754-55 (collecting eases). In the present case, however, Tindal’s speech took place in a public forum (a federal district court proceeding), not in a private context; it also supported the discrimination and harassment claims of other individuals, not of Tin-dal herself (as Tindal was not a plaintiff and could not recover damages if the suit succeeded). Tindal’s testimony, therefore, did not constitute an employee grievance motivated merely “by her ... rational self-interest in improving the conditions of her employment.” Morgan, 6 F.3d at 755 (<HOLDING>). Instead, Tindal’s testimony on behalf of her Options: A. holding that the complaints of a public employee about a reorganization plan were on a matter of public concern even though the employee was primarily motivated by the adverse effect of the plan on himself B. holding that a teachers accusations of sexual harassment and poor job performance by a principal involved matters of public concern C. holding employer may be hable for sexual harassment of employee by independent contractor D. holding that statement challenging sexual harassment determined to be employee grievance driven by selfinterest was not matter of public concern E. holding that the absence of a motivating desire to address a matter of public concern was not dispositive as to whether the speech addressed a matter of public concern

assistant: The best answer is D. holding that statement challenging sexual harassment determined to be employee grievance driven by selfinterest was not matter of public concern
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: (“After claim construction, the fact finder compares the properly construed claims to the accused device or process.”). Rather than documenting TPLLC’s factual allegations relating to particular theories of liability — i.e., whether AT & T “sells” the patented invention within the meaning of section 271(a), or whether Palm’s advertising induces direct infringement by OUs-the Court will focus its factual summary here, and its subsequent legal analysis, on the nature of the accused system. The following discussion of the accused systems tracks TPLLC’s claim charts and the extensive report prepared by TPLLC’s lead expert, Regis Bates. See Doc. No. 1492 (hereinafter “Bates Decl.”); cf. Masson v. New Yorker Magazine, Inc., 501 U.S. 496, 520, 111 S.Ct. 2419, 115 L.Ed.2d 447 (1991) (<HOLDING>). Bates provides multiple scenarios describing Options: A. holding that in reviewing sufficiency of the evidence claims we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict B. holding that courts must draw all justifiable inferences in the nonmoving partys favor and accept the nonmoving partys evidence as true C. holding that courts must when reviewing motions for summary judgment evaluate disputed facts in the light most favorable to the nonmoving party and draw all justifiable inferences in its favor D. holding that the courts role is to view the evidence in the light most favorable to the party opposing summary judgment to draw all reasonable inferences in favor of that party and to eschew credibili ty assessments E. holding that in reviewing whether there is sufficient evidence to support a conviction we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict

assistant: The best answer is C. holding that courts must when reviewing motions for summary judgment evaluate disputed facts in the light most favorable to the nonmoving party and draw all justifiable inferences in its favor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 8.02 (as such schedule may be amended or supplemented from time to time).

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: correct definition of mitigating circumstances was given two times that the prosecutor made the statement defendant argues was erroneous. Viewed in its entirety, the prosecutor’s argument did not misrepresent mitigating circumstances to the jury. We conclude that in light of the earlier definitions of mitigating circumstances given by the prosecutor, the trial court did not abuse its discretion in allowing these additional remarks to be made. Furthermore, the trial court correctly instructed the jury as to the meaning of mitigating circumstances after the prosecutor had finished his closing argument. Assuming arguendo that the prosecutor’s statements were erroneous, the error was cured by the trial court’s proper instructions. See State v. Anderson, 322 N.C. at 38, 366 S.E.2d at 469 (<HOLDING>); see also State v. Gladden, 315 N.C. 398, 426, Options: A. holding that potential prejudice can be cured by an appropriate iimiting instruction B. holding that any prejudice resulting from misstatements of law made by the prosecutor during closing was cured by the trial courts proper instruction on the applicable law C. holding thatany error made by the state in its election of offenses was cured during the prosecutors closing argument emphasis added D. holding that the probative value of contested evidence far outweighed any danger of unfair prejudice where any potential unfair prejudice was cured by a limiting jury instruction E. holding that any misstatements of law during closing argument are presumed cured by final instruction

assistant: The best answer is B. holding that any prejudice resulting from misstatements of law made by the prosecutor during closing was cured by the trial courts proper instruction on the applicable 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 case excerpt and choose the best holding from the options. Case excerpt: Sentencing Guidelines, vacated and remanded for resentencing consistent with United States v. Booker, 543 U.S. 220, 125 S.Ct. 738, 160 L.Ed.2d 621 (2005). See United States v. Williams, 227 Fed.Appx. 307 (4th Cir.2007) (unpublished). On remand, the district court imposed a 360-month variance sentence and Williams timely appealed. Williams claims that the district court erred when it calculated his Guidelines range without a jury finding the facts supporting the Guidelines range beyond a reasonable doubt. Williams also asserts that the district court erred by failing to instruct the jury that it must find that the drug quantities contained in the conspiracy were reasonably foreseeable to Williams, as required by United States v. Collins, 415 F.3d 304, 311-15 (4th Cir. 2005) (<HOLDING>). Finding no reversible error, we affirm. We Options: A. holding that the sentencing court erred in failing to make a factual determination as to the amount of drugs attributable to the defendant after his participation in the charged conspiracy B. holding that when a district court determines drug quantity for the purpose of sentencing a defendant convicted of participating in a drugtrafficking conspiracy the court is required to make an individualized finding as to drug amounts attributable to or foreseeable by that defendant C. holding that in order for a trial court to determine which of the three graduated penalty subsections of 21 usc 841b applies to defendants convicted of a 846 drug conspiracy the jury must be instructed to determine the threshold quantity of drugs attributable to each conspiracy defendant on trial D. holding that the elements of a drug conspiracy under 21 usc 846 do include an overt act requirement E. holding that defendant is liable for entire quantity of drugs attributable to conspiracy in circumstances where defendant is one of conspiracys central figures

assistant: The best answer is C. holding that in order for a trial court to determine which of the three graduated penalty subsections of 21 usc 841b applies to defendants convicted of a 846 drug conspiracy the jury must be instructed to determine the threshold quantity of drugs attributable to each conspiracy defendant on trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval by the directors and stockholders of the Company. This Agreement constitutes the valid and binding obligation of the Company and is enforceable in accordance with its terms.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we make changes to these terms , we will post the revised terms on the airbnb platform and update the `` last updated '' date at the top of these terms .

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: A substantial threat is one that is reasonably likely to induce a belief that it will be carried out and one that threatens significant confinement, restraint, injury, or damage. A threat meets the latter criterion if it threatens an act that would cause an average person to experience significant apprehension upon contemplation of the occurrence of the threatened act. See Wurtz v. Risley, 719 F.2d 1488, 1442 (9th Cir.1983) (invalidating on First Amendment overbreadth grounds a Montana intimidation statute that punished threats to “commit any criminal offense” in part because it applied “so broadly to threats of minor infractions” and “to threats not reasonably likely to induce a belief that they will be carried out”); U.S. ex rel. Holder v. Cir. Ct., 624 F.Supp. 68, 71 (N.D.Ill.1985) (<HOLDING>). D. I would therefore construe the Colorado Options: A. holding a substantially similar probation condition overbroad B. holding that an illinois intimidation statute was substantially overbroad because it made it an offense to threaten to commit any crime no matter how minor or insubstantial C. holding the language of the statute applicable to floating buffer zones was substantially overbroad and burdened substantially more speech than necessary to serve the states interest D. holding that because statutory variants of an underlying crime are not elements of an attempt to commit the underlying crime jurors are not required to unanimously find which specific statutory variant the defendant intended to commit it is sufficient that they unanimously conclude that the defendant intended to commit any of the applicable statutory variants E. holding there was no personal jurisdiction over nonresident guarantor of equipment lease although payments were made to illinois bank the guaranty was accepted in illinois and it provided that it would be gov erned by illinois law

assistant: The best answer is B. holding that an illinois intimidation statute was substantially overbroad because it made it an offense to threaten to commit any crime no matter how minor or insubstantial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision in this Agreement, Purchaser shall be entitled to deduct and withhold from the payments to be made pursuant to this Agreement any Taxes required to be deducted and withheld with respect to the making of such payments under the Code, the Treasury Regulations issued thereunder or any other provision of applicable Law, and to request any reasonably necessary Tax forms including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable, or any similar information for the purpose of determining whether such withholding is required; provided that Purchaser shall provide reasonable advance notice to Seller of any amount it intends to deduct and withhold and, in any event, at least three (3) days in advance of the Closing Date. Purchaser, on the one hand, and Seller, on the other hand, shall use commercially reasonable efforts to minimize any such deduction and withholding. To the extent that amounts are so withheld and deducted pursuant to this Section 2.9 and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for a different result. Coffey, 796 F.2d at 220; Kendall U.S.A., Inc., 666 F.Supp. at 1268. Factors considered in this analysis include, the likely speed to trial in each forum; each forum’s familiarity with the relevant law; and the relationship of each forum to the controversy, particularly concerning whether jurors have a financial interest in the case, and whether jurors in one forum are better equipped to apply community standards. Coffey, 796 F.2d at 221 n. 4; RCA Trademark Mgmt. S.A.S., 2014 WL 3818289, at *5. Neither party asserts that one district would result in a faster resolution of this case. This Court also concludes that there is little meaningful difference in the adjudicatory speed betwee Co., No. 1:14-cv-00823-TWP-DML, 2015 WL 5552660, at *8 (S.D.Ind. Sept. 16, 2015) (<HOLDING>). Additionally, the Defendants do not contest Options: A. holding that three sexually suggestive comments over a three month period were not frequent enough nor severe enough to be unreasonable interference with the plaintiffs work environment B. holding that a one month delay is acceptable C. holding that a two month difference in median time to disposition was not statistically significant enough to favor one forum over another D. holding that an eight and onehalf month delay was enough to warrant further inquiry E. holding that a two month period might be enough to prove the causation prong

assistant: The best answer is C. holding that a two month difference in median time to disposition was not statistically significant enough to favor one forum over another
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: from “discovery of the fraudulent nature of the transfer.” Cf Samples v, Fla. Birth-Related Neurological, 40 So.3d 18, 22 (Fla. 5th DCA 2010) (declining to apply principle that statutes in derogation of the common law are strictly construed where the statutory language was unambiguous). The language that the legislature enacted is “discovery of the transfer,” and it is that understanding we are obliged to follow. The decision in Schmidt took the remedial-purpose argument a step farther and reasoned that interpreting the savings clause in accord with its plain language is so inconsistent with that purpose that it leads to absurd results and thus justifies departing from the clear text of the savings clause. 319 P.3d at 427; see also Maddox v. State, 923 So.2d 442, 448 (Fla. 2006) (<HOLDING>). We cannot agree. The text of section 726.110 Options: A. recognizing a court must look beyond the plain language of a statute when the literal interpretation would lead to an absurd result B. holding that a literal interpretation should not be adhered to when it would lead to absurd results C. holding that a narrow interpretation of the word fraud in tolling statute would lead to absurd and unjust results D. holding that courts adopt statutes interpretation that is supported by statutes plain language if statute is unambiguous unless such interpretation would lead to absurd results E. holding that contracts should be interpreted to avoid absurd results

assistant: The best answer is B. holding that a literal interpretation should not be adhered to when it would lead to absurd results
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: their final motion to sever. This motion provided new, somewhat more expansive declarations from Mr. Shields and Mr. Temple-man. For the most part, each declaration identified specific inculpatory statements that Mr. Cluff and Mr. Hoskins attributed at trial to Mr. Wardell and Mr. Pursley. Mr. Shields and Mr. Templeman then agreed to testify, upon severance, that neither Mr. Wardell nor Mr. Pursley made any such statements on the day of the assault. Again, the district court denied this motion. We perceive no abuse of discretion in either decision. As an initial matter, Mr. Pursley’s last two motions were filed after the commencement of trial. A Rule 14 motion to sever must be raised before trial. Fed.R.Crim.P. 12(b)(3)(D); United States v. Baker, 432 F.3d 1189, 1239 (11th Cir.2005) (<HOLDING>). Thus, both were untimely. Even if they had Options: A. holding suit filed ninetyone days after notice untimely B. holding that trial court has no power to allow party to amend motion for new trial more than thirty days after trial court signed the final judgment and that denial of amended motion for new trial filed more than thirty days after judgment preserved nothing for appellate review C. holding that request for rule 26 costs filed nine months after original application for taxation of costs not untimely D. holding that severance motion to permit exculpatory testimony of codefendant filed nine days after start of trial was untimely E. holding 1330a motion untimely when filed over 180 days from confirmation

assistant: The best answer is D. holding that severance motion to permit exculpatory testimony of codefendant filed nine days after start of trial was untimely
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 failure or delay by the Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Note or the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

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: All computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a) , bear interest for one day. Each determination by Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

assistant: Fees
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 4.15 sets forth (a) the name of, the ownership interest of each Loan Party in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary and identifies each Subsidiary that is a Loan Party, in each case as of the Funding Date and (b) the authorized Capital Stock of the Borrower and each of its Subsidiaries as of the Closing Date. All issued and outstanding Capital Stock of the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully paid, non-assessable, as applicable, and free and clear of all Liens other than those in favor of the Administrative Agent, for the benefit of the holders of the Obligations. All such securities were issued in compliance with all applicable state and federal Laws concerning the issuance of securities. As of the Funding Date, all of the issued and outstanding Capital Stock of the Borrower and each of the Subsidiaries is owned by the Persons and in the amounts set forth on Schedule 4.15 . Except as set forth on Schedule 4.15 , there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Stock of the Borrower or any of its Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (Tenn.2002); see also Kradel v. Piper Indus., Inc., 60 S.W.3d 744, 754 & n. 6 (Tenn.2001). The inclusion of the word “willfully” in section 48-2-123, therefore, suggests an interpretation consistent with the 1956 Uniform Securities Act. We also look to interpretations of provisions in other jurisdictions that, like the Tennessee Securities Act of 1980, are derived from the 1956 Uniform Securities Act. Kradel, 60 S.W.3d at 751 n. 2. The clear majority of state courts, when considering criminal prosecutions for either the sale of unregistered securities or the sale of securities by an unregistered individual, have held that the state need not prove that the accused knew his acts were illegal in order to behave willfully. See, e.g., Bayhi v. State, 629 So.2d 782, 792 (Ala.Crim.App.1993) (<HOLDING>); State v. Andresen, 256 Conn. 313, 773 A.2d Options: A. holding breach of best execution duty is a material misrepresentation in connection with the purchase or sale of the securities B. recognizing defense in securities case C. holding that evidence was sufficient to support convictions for willfully engaging in fraudulent conduct in connection with sale of securities because kjnowledge that the act violates the securities laws is not relevant D. holding that 1 even if some conduct is not actionable as securities fraud that conduct cannot support a civil rico claim if it was also undertaken in connection with the purchase of a security and 2 conduct in maintaining ponzi scheme was conduct undertaken in connection with the purchase or sale of securities E. holding that puffery is not actionable under the securities laws

assistant: The best answer is C. holding that evidence was sufficient to support convictions for willfully engaging in fraudulent conduct in connection with sale of securities because kjnowledge that the act violates the securities laws is not relevant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court found, there were none of the ordinary indicia associated with a typical loan and mother’s parents never demanded repayment until the divorce was set for a contested trial. Although mother’s parents and mother testified that everyone understood at the time of each advance that the money was to be treated as a loan, father disputed that testimony, stating that his attempts to discuss repayment conditions were always brushed aside. The family court con.1uded that there was no ration.1 way to view the monetary contributions except as gifts, and proceeded to treat the property as a marital asset unencumbered by the claims of mother’s parents. The court acted within its discretion in valuing the property in this way. See Nuse v. Nuse, 158 Vt. 637, 638, 601 A.2d 985, 986 (1991) (mem.) (<HOLDING>). ¶23. We do not agree with mother’s argument Options: A. holding trial court abused its discretion when it struck the appellants intervention B. holding that family court acted within its discretion in refusing to subtract debt to appellants mother from value of appellants home where it found that money provided was more a gift than a loan C. holding that it was within family courts discretion to assign all debt to one party when court found that party to be at fault for debt D. holding that appellants mother had the authority to consent to search of defendants bedroom defendant lived with parents rentfree for four years mother owned the house appellants bedroom door was open mother knocked whenever appellants door was locked and there were no restrictions placed on mothers right to enter bedroom E. holding that the trial court did not abuse its discretion in refusing a motion to sever separate charges of rape committed against the appellants two nieces

assistant: The best answer is B. holding that family court acted within its discretion in refusing to subtract debt to appellants mother from value of appellants home where it found that money provided was more a gift than a loan
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses, except where the failure to have such rights would not reasonably be expected to have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except for such claims as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and, other than as disclosed in the SEC Reports, there is no existing material infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: we should decline to address the Commerce Clause question. Both in their memorandum in opposition and at oral argument, however, plaintiffs counter that we should address the issue because the rental of property and use and development of land substantially affect interstate commerce, citing, e.g., Groome Resources Ltd. v. Parish of Jefferson, 234 F.3d 192, 205-06 (5th Cir.2000) (upholding the constitutionality of the Fair Housing Amendments Act, and noting that “an act of discrimination that directly interferes with a commercial transaction,” such as the purchase, sale or rental of residential property, “is an act that can be regulated to facilitate economic activity”). See also Tony & Susan Alamo Found, v. Sec’y of Labor, 471 U.S. 290, 295-99, 105 S.Ct. 1958, 85 L.Ed.2d 278 (1985) (<HOLDING>). As noted in our canvass of the statute, Options: A. holding that the complaint stated a claim under the flsa where it alleged that parties were an employer and employees within meaning of act and that the defendantemployers operation constitutes an enterprise engaged in commerce within the meaning of the act B. holding that regulation of unfair labor practices in mining regulated production not commerce C. holding that a religious foundation is an enterprise engaged in commerce or in the production of goods for commerce within the meaning of the fair labor standards act D. holding claims based on the fair labor standards act subject to arbitration E. holding that application of fair labor standards act flsa to transportation employees employed by local government does not contravene the commerce clause because labor conditions of those employees affect interstate commerce

assistant: The best answer is C. holding that a religious foundation is an enterprise engaged in commerce or in the production of goods for commerce within the meaning of the fair labor standards act
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: v. Holiday Magic, Inc., 550 F.2d 1173, 1177 (9th Cir.1977) (“Notice in a class suit must present a fair recital of the subject matter and proposed terms and [give] an opportunity to be heard to all class members.”). 114. No objector has challenged the mode of dissemination. Nor could any objector due so. Dissemination of the Class Notice in this case has been extraordinary. Where possible, each individual class member received individual notice. And the Class Notice was published in major newspapers throughout the country. Indeed, the dissemination of the Class Notice was ideal. See, e.g., Grunin, 513 F.2d at 121 (stating that individualized notice by mail is the best notice practicable in the class action context); In re Chambers Dev. Sec. Litig., 912 F.Supp. 822, 836 (W.D.Pa.1995) (<HOLDING>). 115. And the content of the Class Notice in Options: A. holding that notice to supervisor is notice to city B. holding that notice by mail or other means as certain to insure actual notice is minimum constitutional precondition C. holding that actual notice by mail in conjunction with published notice was best possible notice satisfying rule 23c D. holding that notice to the attorney of record constitutes notice to the petitioner E. holding that actual notice fulfills a notice requirement that an applicable federal regulation be conspicuously posted because actual notice is the best notice

assistant: The best answer is C. holding that actual notice by mail in conjunction with published notice was best possible notice satisfying rule 23c
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 the duration of, the scope of, or any business activity covered by, any provision of this Section 7 exceeds that which is valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope, or activity that is determined to be valid and enforceable. Executive hereby acknowledges that this Section 7 will be construed so that its provisions are valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.

assistant: Modifications
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: Nothing in this Agreement or in the Plan will confer on the Participant any right to continue in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or Affiliate employing or retaining the Participant) to terminate the Participant’s employment or service at any time for any reason, with or without cause.

assistant: Employment
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 headings and captions used in this Seventh Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Seventh Amendment, the Credit Agreement, or the other Loan Documents.

assistant: Headings
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 inure to the benefit of the Company, any subsidiary of the Company, and each of their respective successors and assigns (including, without limitation, any purchaser of all or substantially all of the assets of either of the foregoing) and shall be binding upon such parties and their respective successors and assigns. This Agreement shall also inure to the benefit of and be binding upon Executive and Executive's heirs, administrators, executors and assigns. Executive may not assign or delegate Executive's duties under this Agreement without the prior written consent of the Company. Nothing in this Agreement shall preclude the Company and/or any subsidiary of the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, or engaging in any other business combination with, any other person or entity which assumes this Agreement and all obligations and undertakings of such party hereunder. Upon such a consolidation, merger, transfer of assets or other business combination and assumption, the term " Company " as used herein shall be deemed to be modified as necessary to reflect that such other person or entity shall have assumed the benefits and obligations of such party hereunder and this Agreement shall continue in full force and effect unless otherwise terminated pursuant to the terms hereof.

assistant: Assignments