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: As of the date hereof, the authorized capital stock of the Company is set forth its SEC Documents. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the " Articles of Incorporation "), and the Company's Bylaws, as amended and as in effect on the date hereof (the " Bylaws "), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including the Schedules and Exhibits attached hereto), the Ancillary Documents and the Confidentiality Agreement together constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of any Ancillary Document or the Confidentiality Agreement, the provisions of this Agreement shall prevail. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement (including the Schedules and Exhibits attached hereto), the Ancillary Documents and the Confidentiality Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as late as February 1994, although the wife stated that she did not think that she lived with them for longer than one year. The wife testified that, during the time that she lived with the husband’s parents, they helped her financially. It appears that the trial court may have considered the husband’s obligation to support the wife suspended during the time that she lived with his parents, as the order reflects that it calculated arrearage beginning in February 1994. Alimony arrearage is a final judgment as of the date due and is not subject to modification. Harris v. Harris, 553 So.2d 129 (Ala.Civ.App.1989). In some instances alimony obligations can be satisfied by means other than direct payment from the husband to the wife. See, Swindle v. Swindle, 429 So.2d 601 (Ala.Civ.App.1983) (<HOLDING>); Frazier v. Frazier, 455 So.2d 883 Options: A. holding that the proceeds of a liability insurance policy were not property of the estate B. holding that insurance obligation was primary to indemnity obligation C. holding that the standard fire policy and a broader homeowners policy were so intertwined that the prescriptive period in the standard fire policy applied to nonfire perils D. holding that obligation to pay mortgage on home was satisfied by payment of fire insurance proceeds where husband maintained fire insurance policy E. holding that when the house is destroyed by fire and there exists thereon a policy by insurance the money arising therefrom stands in the place instead of such house the proceeds of the policy therefore take the place of the property loss

assistant: The best answer is D. holding that obligation to pay mortgage on home was satisfied by payment of fire insurance proceeds where husband maintained fire insurance policy
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: was meritless. To the extent the Smiths continue to seek IFP status, that issue is not before the Court for at least two reasons. First, litigants denied IFP status on appeal by a district court generally must seek relief in the court of appeals by filing a motion pursuant to Federal Rule of Appellate Procedure 24(a)(5), rather than appealing from the district court’s order. As we explained in Callihan v. Schneider, 178 F.3d 800 (6th Cir.1999), “[o]nee the district court denies the pauper motion, the litigant can file a motion for pauper status with this court in accordance with [Rule 24(a)(5) ]. Any appeal from an order denying pauper status on appeal will not be entertained and shall be dismissed sua sponte.” Id. at 804; accord Fed. R.App. P. 24 (Advisory Committee Notes, 1967) (<HOLDING>). Because the Smiths did not file a motion with Options: A. holding timely notice of appeal under fed rapp p 4a is jurisdictional B. holding that when the administrative procedure is not empowered to achieve the end sought in the legal action the procedure is unavailable because it cannot accomplish the purpose of the legal action C. holding that judicial review of final agency action under the administrative procedure act provides the proper procedure to challenge the sufficiency of an eis D. holding that when an agency fails to follow the proper procedure under the illinois administrative procedure act for the adoption of rules the rule is invalid E. recognizing that the simple and expeditious motion procedure set forth in fed rapp p 24a5 rather than an appeal from the certification of lack of good faith is the proper procedure for calling in question the correctness of the action of the district court

assistant: The best answer is E. recognizing that the simple and expeditious motion procedure set forth in fed rapp p 24a5 rather than an appeal from the certification of lack of good faith is the proper procedure for calling in question the correctness of the action of the district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we discover a pricing or other material error related to a service that has yet to be dispatched or delivered , we will contact you to inform you of this error and give you the option of continuing to purchase at the correct price or cancelling your order .

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: Kennedy). The judgment of conviction having been vacated, the present defendant is treated as a charged, not as a convicted child pornographer. The question now posed is whether the pretrial condition of curfew with electronic monitoring mandated by the Adam Walsh Act is unconstitutional as applied in view of this court’s finding that electronic monitoring is not needed to avoid flight or any danger to children or to society. The answer: The Adam Walsh Act is unconstitutional as applied to this defendant under present circumstances. B. Constitutionality The Eighth Amendment provides “excessive bail shall not be required.” U.S. amend. VII. This limit of federal authority applies to the states. See Kennedy v. Louisiana, — U.S. —, 128 S.Ct. 2641, 2649, 171 L.Ed.2d 601 (S.D.N.Y.2008) (<HOLDING>); United States v. Crowell, Nos. 06-M1095, Options: A. holding that adam walsh act violates fifth amendments guarantee of procedural due process B. holding that adam walsh act does not violate procedural due process require excessive bail or violate separation of powers C. holding that an alien is entitled to the fifth amendment guarantee of due process which is satisfied by a full and fair hearing D. holding that dna act violates neither substantive nor procedural due process under the fifth amendment E. holding that adam walsh act does not prohibit inspection by defense expert

assistant: The best answer is A. holding that adam walsh act violates fifth amendments guarantee of procedural due process
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: cannot be materially distinguished. The officers initiated the search of this automobile without consent or probable cause. Only under the proper circumstances may an automobile be validly searched as a search incident to arrest. Miller v. State, 373 So.2d 1004, 1006 (Miss.1979). This ease did not present the proper circumstances constituting a valid search incident to arrest. Without relying on hindsight, the analysis does reach the point where the officers allegedly smelled marijuana since they were unlawfully in the automobile in the first place. Townsend was away from the car when arrested, and the car was closed up for towing. He had no access whatsoever to the car at the time of the search. See New York v. Belton, 453 U.S. 454, 461, 101 S.Ct. 2860, 2864-65, 69 L.Ed.2d 768 (1981) (<HOLDING>). The majority has essentially looked at the Options: A. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle B. holding that search of golf bag was not legal as search incident to arrest because it was not in passenger compartment of vehicle or otherwise within arrestees immediate control C. recognizing that permissive search of car compartment incident to arrest is based on the fact that compartment is within reach of the arrestee D. holding police incident to arrest of occupant of automobile may search entire passenger compartment of vehicle E. holding that although search of passenger compartment was legal search of trunk was not

assistant: The best answer is C. recognizing that permissive search of car compartment incident to arrest is based on the fact that compartment is within reach of the arrestee
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In signing this Agreement, you acknowledge and agree that you have submitted your final expense reimbursement statement reflecting all business expenses you incurred through the Separation Date for which you seek reimbursement, and, in accordance with Company policy, reasonable substantiation and documentation for the same. The Company will, promptly, but in any event no later than thirty (30) days following the Effective Date, reimburse you for your authorized and documented expenses pursuant to its regular business practices.

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 case excerpt and choose the best holding from the options. Case excerpt: to commandeer power contracts.” (footnotes omitted)). B. The Filed Rate Doctrine Applies to the Minimum Rates for Raw Milk Set under FMMOs pursuant to the AMAA. No Supreme Court or federal appellate court case has considered whether the filed rate doctrine applies to marketing orders setting the prices for raw milk under the AMAA. However, a number of trial courts (in addition to the district court here) have held it does. See, e.g., In re Se. Milk Antitrust Litig., 801 F.Supp.2d 705, 732-34 (E.D.Tenn.2011); In re Dairy Farmers of Am., Inc. Cheese Antitrust Litig., 767 F.Supp.2d 880, 894-95 (N.D.Ill. 2011); Servais v. Kraft Foods, Inc., 246 Wis.2d 920, 631 N.W.2d 629, 633-35 (App. 2001); but see Ice Cream Liquidation, Inc. v. Land O’Lakes, Inc., 253 F.Supp.2d 262, 276 (D.Conn.2003) (<HOLDING>). Originally, the filed rate doctrine arose in Options: A. holding that the discovery rule does not apply to bill of review claims to set aside probate judgments B. holding that the doctrine does not apply in such circumstancesi C. holding that under the filed rate doctrine a question regarding reasonable rates should be addressed to the department of insurance and that the rate plaintiff was charged is conclusively presumed reasonable under the filed rate doctrine D. holding that while filed rate doctrine does apply to challenges to milk pricing set under an fmmo it does not apply to a challenge to a defendants artificially inflated wholesale milk prices which are permitted to be in excess of the minimum rates set under the fmmos E. holding that filed rate doctrine did not apply because pharmaceutical companies do not file rates with any agency

assistant: The best answer is D. holding that while filed rate doctrine does apply to challenges to milk pricing set under an fmmo it does not apply to a challenge to a defendants artificially inflated wholesale milk prices which are permitted to be in excess of the minimum rates set under the fmmos
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 you terminate employment due to your death, Disability, or Retirement (provided that the Committee agrees to treat such termination as Retirement), you will vest in a prorated number of your Restricted Stock Units. The prorated number will be equal to the product of: (x) the number of these Units that would have vested if you terminated on the Normal Vesting Date, and (y) a fraction, the numerator of which is the number of whole months between the Grant Date and your termination date, and the denominator of which is 36. Further, your prorated Restricted Stock Units will vest only to the extent that the performance criteria described in Sections 3(c) or 3(d), as applicable, are satisfied at the Normal Vesting Date. For purposes of this calculation, a whole month will be determined on the basis of each monthly anniversary of the Grant Date occurring before the date of death, Disability, or Retirement.

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 case excerpt and choose the best holding from the options. Case excerpt: law of the forum state. Id. at 17 n. 4, 100 S.Ct. 1468. The Court emphasized that “only a uniform federal rule of survivorship will suffice to redress the constitutional deprivation here alleged and to protect against repetition of such conduct.” Id. at 23, 100 S.Ct. 1468. As we recently noted in Castaneda v. United States, 546 F.3d 682, 701 (9th Cir.2008), overruled on other grounds by Hui v. Castaneda, — U.S. -, 130 S.Ct. 1845, 176 L.Ed.2d 703 (2010), “the remedies we and the Supreme Court have held to preclude Bivens ... applied uniformly throughout the republic.” Although Castaneda is no longer good law, this observation was not addressed by the Supreme Court and comports with our analysis of the Court’s Bivens jurisprudence. See Schweiker, 487 U.S. at 414, 108 S.Ct. 2460 (<HOLDING>); Bush, 462 U.S. at 368, 103 S.Ct. 2404 Options: A. holding that a bivens claim cannot be brought against a federal agency B. holding that a remedial scheme created by congress even if incapable of addressing all of plaintiffs injuries precluded a bivens action C. holding that a bivens cause of action cannot be maintained against a federal agency D. holding that social security regulations and procedures precluded a bivens action E. holding that the courtcreated bivens remedy is unavailable when congress through the social security act provided an alternative mechanism for a plaintiff to vindicate his due process rights

assistant: The best answer is D. holding that social security regulations and procedures precluded a bivens action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in fact truthfully admit[] the conduct comprising the offenses of conviction” because he told the court in his motion to withdraw “that he answered yes to [its] questions [at the guilty plea hearing] because he was advised by his attorney to do so.” As the district court explained, “not only is the filing of the motion to withdraw the guilty plea in and of itself inconsistent with acceptance of responsibility, even beyond that Mr. Williams has in fact in his pro se pleadings denied that the answers he gave this court under oath were true....” For these reasons, we hold that the district court’s findings and denial of an adjustment for acceptance of responsibility were not clearly erroneous. Cf. United States v. Hall, 316 Fed.Appx. 287, 288-89 (4th Cir.2009) (unpublished) (per curiam) (<HOLDING>) (alteration in original). B. Next, Williams Options: A. holding that defendant was not entitled to reduction for acceptance of responsibility where he failed to fully account for the proceeds of his crime and attempted to delay a longscheduled hearing based on an incredible claim of innocence B. holding that where the defendant pleaded guilty subsequently denied his guilt and attempted to withdraw his plea and then attempted to minimize the significance of his statements at sentencing by averring that he accepted responsibility for the amount that me and the government have agreed to and offering a statement accepting responsibility were insufficient to demonstrate acceptance of responsibility C. holding defendant failed to meet burden for acceptance of responsibility reduction where he objected in the psi but only made arguments at sentencing without offering evidence D. holding defendant was not entitled to acceptance of responsibility despite his plea of guilty where he attempted to suborn perjury E. holding that courts mention of a guilty plea and acceptance of responsibility to defense counsel was not reversible error

assistant: The best answer is B. holding that where the defendant pleaded guilty subsequently denied his guilt and attempted to withdraw his plea and then attempted to minimize the significance of his statements at sentencing by averring that he accepted responsibility for the amount that me and the government have agreed to and offering a statement accepting responsibility were insufficient to demonstrate acceptance of responsibility
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 thereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission, sent by overnight courier service, or sent by United States mail, return receipt requested. Such notices shall be deemed to have been given: (i ) if delivered in person, on the date of delivery; ( ii ) if delivered by facsimile transmission, on the date of transmission if transmitted by 5:00 p.m. (local time, Omaha, Nebraska) on a business day or, if not, on the next succeeding business day; provided that a copy of such notice is also sent the same day as the facsimile transmission by any other means permitted herein; ( iii ) if delivered by overnight courier, on the date that delivery is first attempted; or ( iv ) if by United States mail, on the earlier of two (2) business days after depositing in the United States mail, postage prepaid and properly addressed, or the date delivery is first attempted. Notices shall be addressed as set forth as set forth on the signature page hereof, or to such other address as the party to whom such notice is intended shall have previously designated by written notice to the serving party. Notices shall be deemed effective upon receipt.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i) transactions consummated in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, and that are fully disclosed to the Agents prior to the consummation thereof, if they involve one or more payments by the Parent or any of its Subsidiaries in excess of $100,000 for any single transaction or series of related transactions, (ii) transactions with another Loan Party, (iii) transactions permitted by Section 7.02(e) and Section 7.02(h), (iv) sales of Qualified Equity Interests of the Parent to Affiliates of the Parent not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (v) reasonable and customary director and officer compensation (including bonuses and stock option programs), benefits and indemnification arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Loan Party or such Subsidiary and (vi) transactions contemplated by that (x) certain Guaranty Fee Agreement with Royal Energy Resources, Inc. as in effect on the Effective Date, and (y) certain Coal Sales Agency Agreement with Royal Energy Resources, Inc. as in effect on the Effective Date, in this case of clause (vi), not in excess of $1,000,000 in the aggregate in any Fiscal Year.

assistant: Transactions With Affiliates
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 closing of the transaction contemplated by this Agreement (" Closing ") shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, on the date that is seven (7) Calendar Days following the expiration of the Investigation Period (as the same may be extended pursuant to this Agreement or by mutual written agreement of the parties, the " Closing Date ").

assistant: Closings
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: the price of the service that you pre-order will be as quoted to you at the time when you submit your pre-order , and may include tax and delivery charges when applicable .

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: 771 (2002) (finding that a student was "using” a school bus, and thus was entitled to UM insurance, when she was hit by a vehicle while crossing the road to gain entry to the bus); Lumbermen's Mut. Cas. Co. v. Norris, 15 Ill.App.3d 95, 303 N.E.2d 505, 507 (1973) (UM coverage existed for passenger who got off car’s fender to avoid oncoming car but was struck nonetheless); Aucoin v. Lafayette Ins. Co., 771 So.2d 95, 100 (La.Ct.App.2000) (UM insurance covered injuries sustained while leaning against car); Hunt v. Citizens Ins. Co., 183 Mich.App. 660, 455 N.W.2d 384, 386 (1990) (finding that PIP coverage existed for victim of hit-and-run accident since he was in the process of entering the vehicle when hit); Olsen v. Farm Bureau Ins. Co. of Neb., 259 Neb. 329, 609 N.W.2d 664, 671 (2000) (<HOLDING>); Travelers Indem. Co. v. Commercial Union Ins. Options: A. holding um policy provider was the proper source of loss benefits for injuries sustained when claimants car was struck while he was seated in his car with his left foot still on the ground B. holding that liability insurance covered the injuries sustained when claimant exited car and was struck by a live wire since the claimant was still occupying the vehicle C. holding that the burden of proof is on the claimant D. holding claimant suffered permanent total disability where functional disability was only twentyfive or thirty percent claimant was fiftynine years of age claimant had little or no education and the injury kept the claimant from performing physical work E. holding mr contrisciane was occupying his insured vehicle when he was struck and killed by an uninsured vehicle after leaving his car to walk over to patrol car with his drivers information as directed by police officer

assistant: The best answer is B. holding that liability insurance covered the injuries sustained when claimant exited car and was struck by a live wire since the claimant was still occupying the vehicle
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 hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery or, if the Court of Chancery does not have jurisdiction, other federal or state courts of the State of Delaware. Furthermore, each of the parties hereto: (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or, if the Court of Chancery does not have jurisdiction, other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement; (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or, if the Court of Chancery does not have jurisdiction, other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury with respect to any matter arising under or related to this Agreement; and (d) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for injunctive relief without the need for an undertaking in order to enforce or prevent any violations of the provisions of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: judge to determine from the record which party in fact prevailed on the significant issues tried before the court.” Green Cos., Inc. v. Kendall Racquetball Inv., Ltd., 658 So.2d 1119, 1121 (Fla.Dist.Ct.App.1995). Florida law looks for “(1) a situation where a party has been awarded by the court at least some relief on the merits of his claim, or (2) a judicial imprimatur on the change in the legal relationship between the parties.” Smalbein ex rel. Estate of Smalbein v. City of Daytona Beach, 353 F.3d 901, 905 (11th Cir.2003). Here, Defendant is the prevailing party under Florida law, as the district court dismissed Plaintiffs action against Defendant, despite the fact that the dismissal was without prejudice. See Valcarcel v. Chase Bank USA NA, 54 So.3d 989, 991 (Fla.Dist.Ct.App.2010) (<HOLDING>); Henn v. Ultrasmith Racing, LLC, 67 So.3d 444, Options: A. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees B. holding that the defendant became the prevailing party and thus properly claimed attorneys fees when the plaintiffs claim was involuntarily dismissed for failure to prosecute C. holding that the plaintiff had established an entitlement to relief on the merits of the claim and was therefore entitled to fees even though it was remanded to the agency for further action D. holding that even though the complaint was dismissed without prejudice as a sanction for misconduct and even though the order of dismissal was therefore not an adjudication on the merits the defendants were nevertheless properly considered the prevailing party for purposes of attorneys fees E. holding that a plaintiff is not required to file an amended complaint when his complaint is involuntarily dismissed without prejudice and that for the purposes of appeal such a dismissal is a rule 41b adjudication on the merits

assistant: The best answer is D. holding that even though the complaint was dismissed without prejudice as a sanction for misconduct and even though the order of dismissal was therefore not an adjudication on the merits the defendants were nevertheless properly considered the prevailing party for purposes of attorneys 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: Provided that the following further assurances do not increase Borrower’s obligations or liability under the Loan Documents (other than in de minimis respects) or decrease Borrower’s rights under the Loan Documents, Borrower shall, at Borrower’s sole (but reasonably) cost and expense, (i) execute and deliver to Administrative Agent such customary documents, instruments, certificates, assignments and other writings, and do such other acts reasonably necessary, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Debt and/or for the better and more effective carrying out of the intents and purposes of the Loan Documents, as Administrative Agent or the Lenders may reasonably require from time to time; and (ii) upon Administrative Agent’s request therefor given from time to time after the occurrence of any Event of Default pay for (a) reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to Borrower and (b) searches of title to the Property, each such search to be conducted by search firms reasonably designated by Administrative Agent in each of the locations reasonably designated by Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, including the Transaction Documents as exhibits thereto. From and after the issuance of such Current Report and press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement with respect to the transactions contemplated hereby without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
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 Award Agreement may be executed in separate counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. In addition, this Award Agreement may be executed, accepted and agreed to by electronic signature, including by means of an electronic process logically associated with this Award Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the unique rights and interests of the parties. Accordingly, the parties may seek to enforce the terms of this Agreement, and the terms of this Agreement shall be enforceable, in a court of competent jurisdiction by a decree of specific performance or injunction, subject to the arbitration provisions of Section 23(b) . Such remedies shall, however, be cumulative and not be exclusive and shall be in addition to any other remedy which the parties may have.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 2.21(i) , neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will or may (either alone or upon the occurrence of any additional or subsequent events): (i) constitute an event under any Acquired Company Employee Plan or trust that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits (through a grantor trust or otherwise) with respect to any Acquired Company employee; or (ii) create or otherwise result in any Liability with respect to any Acquired Company Employee Plan. Except as set forth on Schedule 2.21(i) , no Acquired Company is a party to any Contract that could result, separately or in the aggregate, in the payment of an “excess parachute payment” within the meaning of Section 280G as a result of the consummation of the transactions contemplated by this Agreement. None of the Acquired Companies has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code.

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: If Tenant signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant is duly qualified to do business in Connecticut, that Tenant has full right and authority to enter into this Lease, and that each person signing on behalf of Tenant is duly authorized to do so and that no other signatures are necessary. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties.

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 legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have good and marketable title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all liens, encumbrances and defects except those that do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Tex. Ins.Code Ann. art. 21.04 (Vernon Supp.2003). Article 21.04 states the following: Any person who solicits an application for life, accident, or health insurance, or property or casualty insurance, shall, in any controversy between the insured or the insured’s beneficiary and the company issuing any policy upon such application or between the insured or the insured’s dependents and that company, be regarded as the agent of the company, and not the agent of the insured.... Tex. Ins.Code Ann. art. 21.04. By its own language, article 21.04 applies only to life, accident, health, property, or casualty insurance. Tex. Ins.Code Ann. art. 21.04; see generally Guthrie v. Republic Nat. Life Ins. Co., 682 S.W.2d 634, 637 (Tex.App.-Houston [1st Dist.] 1984, writ ref d n.r.e) (<HOLDING>). In this case, appellant purchased worker’s Options: A. holding that good faith exception does not apply because it is inconsistent with text of article 3823 B. holding assignment of a mortgage was not subject to article 9 C. holding that the contracts clause article i section 10 clause 1 to the united states constitution does not apply to the actions of the federal government D. holding that a party could not pursue an employment discrimination claim under one article of a labor agreement when the complaint was framed exclusively in terms of another article of the same agreement E. holding that when the type of insurance procured is not listed in article 2104 the article does not apply

assistant: The best answer is E. holding that when the type of insurance procured is not listed in article 2104 the article does not apply
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower certifies that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. No condemnation proceedings are pending or, to the undersigned’s knowledge, threatened against any Unencumbered Pool Property except as disclosed to Agent in writing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions hereof, each Purchaser hereby agrees, severally and not jointly, to purchase from the Company, at one or more closings as set forth in Section 2.2 of this Agreement, its respective Committed Shares, and each Purchaser agrees, severally and not jointly, to pay the Company the Preferred Stock Price for each Purchased Share. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser its respective Purchased Shares at the Preferred Stock Price for each Purchased Share.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: if the Attorney General is not already a party to the action, a copy of the brief assigning unconstitutionality must be served on the Attorney General within 5 days of the filing of the brief with the Supreme Court Clerk. A review of the record in this case reveals that Ptak failed to file a notice of a constitutional question and failed to serve upon the Attorney General, who is not a party to this action, a copy of his brief. This court has repeatedly held that strict compliance with rule 9E is required for the court to address a constitutional claim. See State v. Feiling, 255 Neb. 427, 585 N.W.2d 456 (1998) (refusing to consider constitutional question where record contained no separate written notice as required by rule 9E); State v. McDowell, 246 Neb. 692, 522 N.W.2d 738 (1994) (<HOLDING>). See, also, In re Interest of Rebecka P., 266 Options: A. holding that this court will not consider a theory or issue that was not pleaded or raised in the trial court B. holding that as a general rule this court will not consider an issue that was not raised below C. 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 D. holding the failure to comply with the act does not bar defendant from raising a constitutional challenge to jury selection procedures E. holding this court will not consider constitutional challenge where appellant failed to strictly comply with rule 9e

assistant: The best answer is E. holding this court will not consider constitutional challenge where appellant failed to strictly comply with rule 9e