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 case excerpt and choose the best holding from the options. Case excerpt: Fraud Act to policyholders across the country was impermissible because the Act, by its own terms, does not apply to consumer transactions involving nonresidents that occur outside Illinois. Moreover, in State Farm’s view, the certification of the nationwide class violated Illinois’ choice-of-law rules, as well as the full faith and credit clause, the due process clause, and the commerce clause of the federal constitution. A determination by this court that the Consumer Fraud Act does not apply, by its own terms, to the out-of-state transactions at issue in this case would render it unnecessary to address State Farm’s choice-of-law and constitutional arguments. Accordingly, we consider the scope of the Consumer Fraud Act first. See, e.g., Beahringer v. Page, 204 Ill. 2d 363, 370 (2003) (<HOLDING>). Because the scope of the Act is a question of Options: A. holding that it is inappropriate to reach constitutional issues when a case can be decided on other grounds B. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction C. holding that constitutional questions will not be decided if case can be decided on other grounds D. holding that it may be decided as a matter of law E. holding that constitutional issues need not be decided where narrower grounds exist for according relief

assistant: The best answer is C. holding that constitutional questions will not be decided if case can be decided on other grounds
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that was printed on the reverse side of the Consent Form. Further, although the Consent Form generally allowed defendant to make unilateral changes to any of its policies, the arbitration policy was explicitly excluded from this provision: “I agree and understand that AIMCO has the right to and may modify, rescind or cancel all or any part of these policies, or add new rules of conduct, at any time, in its sole discretion ... except the Arbitration policy, which can only be amended by AIMCO’s and my mutual agreement.” Because an employer’s unilateral act of making changes to an employment handbook does not constitute mutual consent, the court finds that the arbitration agreement is still in full force. Robinson v. Ada S. McKinley Comm. Services, Inc., 19 F.3d 359, 364 (7th Cir.1994) (<HOLDING>). Because the arbitration agreement is still in Options: A. holding that an arbitration agreement in an employee handbook was illusory where the employer expressly reserved a right to unilaterally rescind any provisions of the handbook B. holding that contractual relationship between student and university did not include terms of the handbook because university retained right to unilaterally modify terms of handbook without notice plaintiff neither negotiated for nor assented to terms of contract and relevant correspondence did not call special attention to handbook C. holding that no modification of the original employment contract occurred when the employer unilaterally issued a new handbook D. holding that an agreement to arbitrate is illusory if as here the employer can unilaterally modify the contract E. holding that employee handbook did not give rise to implied contract where it stated that it was not a contract and that employment was terminable at will

assistant: The best answer is C. holding that no modification of the original employment contract occurred when the employer unilaterally issued a new handbook
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: you may not derive or attempt to derive the source code of all or any portion of any app , permit any third party to derive or attempt to derive such source code , or reverse engineer , decompile , disassemble , or translate any app or any part thereof .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller hereby agrees to indemnify, defend and hold Buyer free and harmless from and against any and all claims for any real estate brokerage commission or finder’s commission or fee owed by Seller to any broker, agent, finder or third party retained by Seller. Buyer hereby agrees to indemnify, defend and hold Seller free and harmless from and against any and all claims for any real estate brokerage commission or finder’s commission or fee owed to any broker, agent, finder or third party retained by Buyer. Each Party shall be responsible for any finder’s fee agreed to by such party pursuant to separate agreements that such Party executed in connection with the same.

assistant: Brokers
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 be paid and which are not, and when.” Id. at 757. As stated in Anderson: A person need not be an officer, director, employee, or shareholder of a company to be held accountable as a responsible person. The test is whether the person had control of the disbursements of the taxpayer, that is, whether ‘he had the final word as to what bills should or should not be paid, and when.’ It is not necessary that such control be exercised exclusively by the person; it may be exercised jointly with others. Id., 561 F.2d at 165 (citations omitted; emphasis added). In the cases where third party lenders have been held hable under § 6672, the lender has exercised control over the disbursements of the taxpayer. See Commonwealth National Bank of Dallas v. United States, 665 F.2d 743 (5th Cir.1982) (<HOLDING>); Merchants National Bank of Mobile v. United Options: A. holding successor national bank liable for punitive damages judgment against bank that merged into successor national bank B. holding the bank liable where the bank had almost complete control over the operation of the company during its last three quarters of operation and where withheld taxes were not paid to the irs on instructions from the bank C. holding a bank officer who informed a third party that it would be safe to extend 8000 credit to bank customer although customer did not have an open account at the bank could be held liable for the material misrepresentation D. holding a bank liable where a bank officer held checks that were intended to pay the irs for withheld taxes E. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank

assistant: The best answer is D. holding a bank liable where a bank officer held checks that were intended to pay the irs for withheld taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and in a section that sets out the contours of a federal claim for damages “arising out of’ the hijacking and the crashing of the planes used in the attacks, some courts initially interpreted the provision to provide jurisdiction only in actions brought by direct victims of the attacks or their survivors. See, e.g., Combined Ins. Co. of Am. v. Certain Underwriters at Lloyd’s London, No. 01 Civ. 10023(RO), 2002 WL 31056851, at *1 (S.D.N.Y. Sept. 13, 2002), aff'd on other grounds, 75 Fed.Appx. 799 (2d Cir. 2003); Goodrich Corp. v. Winterthur Int’l Am. Ins. Co., No. 5:02 Civ. 367, 2002 WL 31833646, at *4 (N.D.Ohio June 17, 2002). The Second Circuit has not read Section 408 in general, or Section 408(b)(3) in particular, so narrowly. See In re WTC Disaster Site, 414 F.3d at 375-80 (<HOLDING>). However, this Circuit has rejected also the Options: A. holding that causes of action of workers claiming respiratory injury arose under the air transportation safety and system stabilization act before september 29 2001 and under new york state law thereafter B. holding that claims brought under section 10b of the securities exchange act and rico claims were arbitrable C. holding that section 408 of air safety act extended to claims brought by workers for respiratory injuries suffered during rescue and cleanup efforts at the wtc after attacks D. holding that the limitation act does not apply to claims brought under the oil pollution act E. holding that the limitation act does not apply to claims brought under the clean water act

assistant: The best answer is C. holding that section 408 of air safety act extended to claims brought by workers for respiratory injuries suffered during rescue and cleanup efforts at the wtc after attacks
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: define the terms of an otherwise unambiguous contractual term. Sydlik’s interpretation is unimportant when we may construe the contract without that interpretation. Certainly, had she stated she did not believe she had released anyone from liability, appellees would not put such stock in her view. Holding to our traditional rules of interpretation for pre-injury releases, we turn now to determine what claims and parties were released within the four corners of the contract. b. Claims Released As we have explained already, to satisfy the express negligence prong, the release must mention all claims it purports to release. Sydlik relies on certain cases to argue that the language in the release is not specific enough. See Ethyl Corp. v. Daniel Constr. Co., 725 S.W.2d 705, 708 (Tex.1987) (<HOLDING>); Victoria Bank & Trust Co., 811 S.W.2d at Options: A. holding that subcontractor was not obligated to indemnify general contractor for general contractors own negligence where indemnification clause did not expressly state that subcontractor would indemnify general contractor for such negligence B. holding that if the party seeking indemnity is held liable in part because of its own negligence common law indemnification is unavailable and the only remedy is contribution C. holding that illinois construction contract indemnification for negligence act invalidates indemnity provision in contract between general contractor and postal service D. holding that indemnification provision did not expressly state the party was seeking indemnity for its own negligence so as to satisfy express negligence test E. holding that indemnification without regard to the negligence of any party clearly and unequivocally provided bay drilling with indemnification for its own negligence

assistant: The best answer is D. holding that indemnification provision did not expressly state the party was seeking indemnity for its own negligence so as to satisfy express negligence test
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: else. And because the Government will argue for the death penalty based in part on Wilson’s alleged future dangerousness, this court must give Wilson “fair opportunity to present argument as to the adequacy of the information to establish the existence” of that aggravating factor. 18 U.S.C. § 3593(c). United States v. Wilson, 493 F.Supp.2d 491, 508 (E.D.N.Y.2007). The Wilson court, however, prohibited testimony about any specific institutions as unduly speculative. Id. The evidence would be especially important in rebuttal because the FDPA and Constitution both require Defendant have a fair opportunity to rebut the government’s evidence. 18 U.S.C. § 3593(c); Gardner v. Florida, 430 U.S. 349, 362, 97 S.Ct. 1197, 51 L.Ed.2d 393 (1977); Davis v. Coyle, 475 F.3d 761, 771 (6th Cir.2007) (<HOLDING>); see also Johnson, supra, 223 F.3d at 674-75. Options: A. holding that a state may consider and rely upon a defendants future dangerousness in its decision to seek a death sentence B. holding state court improperly refused to admit evidence of defendants adaptation to prison because it was clearly relevant to future dangerousness C. holding that trial court had discretion to admit relevant photographs in penalty phase D. holding that a jury does not invade the province of the board when it determines the probability of a capital defendants future dangerousness E. recognizing that the district court has discretion to admit or deny motive evidence

assistant: The best answer is B. holding state court improperly refused to admit evidence of defendants adaptation to prison because it was clearly relevant to future dangerousness
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 First Exchange Note and the Original Note were authorized by all necessary company action and validly issued and executed, and the Company’s signatory had full corporate or other requisite authority to execute such agreements and to bind the Company.

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 legal provision and list the applicable contract clause categories. Provision: The Company agrees to employ or to continue to employ Employee, and Employee agrees to be or continue to be employed by the Company, for the period referred to in Section 3 hereof and upon the other terms and conditions herein provided.

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 case excerpt and choose the best holding from the options. Case excerpt: § 1 and § 2 claim). The district court’s grant of summary judgment in this case foreclosed jury consideration of evidence that showed that cellphones competed for consumers’ business, took customers from payphone providers and constrained pricing, all of which could have enabled the jury to conclude cellphones were in the relevant market. See Brooke Group Ltd. v. Brown & Williamson Tobacco Corp., 509 U.S. 209, 224-25, 113 S.Ct. 2578, 125 L.Ed.2d 168 (1993) (antitrust laws protect against injury to competition, not competitors); Beville v. Curry, 39 P.3d 754, 759-60, 764 (Okla.2001) disagreement to require submission to a jury....” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251-252, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). 2. Rejecting the State-Action a 1259, 1263 (10th Cir.1998) (<HOLDING>). This court decides that the state action does Options: A. recognizing 1857a is a clear expression of oklahomas policy favoring arbitration agreements B. holding that a states regulation of a hazardous waste site did not make it an operator of the site C. recognizing oklahomas policy of allowing regulation instead of competition in waste disposal services D. holding local regulation of hazardous waste disposal facilities preempted by comprehensive and detailed state regulatory scheme E. recognizing oklahomas policy of allowing regulation instead of competition in electricity sales

assistant: The best answer is C. recognizing oklahomas policy of allowing regulation instead of competition in waste disposal services
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: tort cannot provide the source of law under the FTCA.” Williams v. United States, 242 F.3d 169, 175 (4th Cir.2001) (citing F.D.I.C. v. Meyer, 510 U.S. 471, 478, 114 S.Ct. 996, 127 L.Ed.2d 308 (1994) (“Indeed, we have consistently held that § 1346(b)’s reference to the ‘law of the place’ means law of the State — the source of substantive liability under the FTCA.”)). In other words, as made explicit by its text, the FTCA’s limited waiver of sovereign immunity extends no farther than the limits of private tort liability. 28 U.S.C. § 2674. Because the basis for such liability must be the law of the state in which the act or omission occurred, a claim based exclusively on federal law may not be invoked under the Act. See Washington v. Drug Enforcement Admin., 183 F.3d 868 (8th Cir.1999) (<HOLDING>). Because there is no waiver of immunity for Options: A. holding the same with respect to violations of the fifth amendment B. recognizing private damage action for fourth amendment violations by federal officers C. holding that violations of 524 cannot be remedied pursuant to 105 D. holding fourth fifth and fourteenth amendment violations stemming from dea search cannot be remedied through ftca because state law cannot create liability for violation of federal constitutional rights E. holding that the government may not introduce evidence obtained through violations of the fourth amendment

assistant: The best answer is D. holding fourth fifth and fourteenth amendment violations stemming from dea search cannot be remedied through ftca because state law cannot create liability for violation of federal constitutional rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that none of the Borrowers may assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any such assignment, delegation or transfer without such consent shall be null and void), and no Lender may assign, delegate or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 9.06(b) , (ii) by way of participation in accordance with the provisions of Section 9.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.06(e) . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants to the extent provided in Section 9.06(d) and, to the extent expressly contemplated hereby, Indemnitees and the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “isolated location” and “absence of other hospitals” revealed Congress’ intent to incorporate a broad range of criteria previously considered in some regions of the country. Plaintiff contends that the SCH regulation contained in 42 C.F.R. § 412.92 narrowed, rather than broadened, the range of factors to be considered in SCH designations by eliminating the consideration of admitting practices of area physicians, the actual use of alternative facilities, and the availability of public transportation. Plaintiff therefore argues that this was a change in policy and that when an agency changes its policy it must provide a reasoned analysis for the change. See Motor Vehicle Mfrs. Ass’n v. State Farm Mutual Automobile Insurance Company, 463 U.S. 29, 103 S.Ct. 2856, 77 L.Ed.2d 443 (1983) (<HOLDING>). Defendant disputes plaintiffs Options: A. holding that the national highway traffic safety commission acted arbitrarily and capriciously in revoking a motor vehicle safety standard without supplying a reasoned analysis B. holding that a state common law claim seeking to require automobile manufacturers to install airbags would frustrate the purposes of the federal safety standard regulations adopted under the federal motor vehicle safety act which did not require manufacturers to do so and therefore was preempted by conflict C. holding that the plaintiffs state commonlaw tort claims were preempted by the national motor vehicle safety act 15 usc 1381 et seq D. holding that when the officer has a reasonable suspicion that illegal drugs are in the vehicle the officer may in the absence of factors allaying his safety concerns order the occupants out of the vehicle and pat them down briefly for weapons to ensure the officers safety and the safety of others E. holding that traffic safety is a substantial government goal

assistant: The best answer is A. holding that the national highway traffic safety commission acted arbitrarily and capriciously in revoking a motor vehicle safety standard without supplying a reasoned analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Document is a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in law or in equity.

assistant: Enforceability
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: an “essentially local safety hazard” to avoid pre-emption under the savings clause of 45 U.S.C. § 434, the plaintiff would still have to show that the state regulation does not create an undue burden on interstate commerce. Although the plaintiff did not address this issue, the common-law theory on which his excessive speed claim rests is an example of the “hodgepodge of state safety regulations” that Congress sought to avoid when it enacted the FRSA to provide uniform railroad regulation. See Easterwood, 933 F.2d at 1552. Therefore, the court rejects plaintiffs argument that federal law does not pre-empt state law generally regarding a railroad’s duty to slow a train for an extra-hazardous crossing. See Walker v. St. Louis-Southwestern Ry. Co., 835 S.W.2d 469, 474 (Mo.Ct.App.1992) (<HOLDING>). II. Adequacy of Grade Crossing Warning Options: A. holding that the old common law duty to moderate train speed at an extra or ultrahazardous crossing is preempted B. holding that excessive speed claims are preempted but refusing to hold that easterwood extends to any state regulation affecting speed of trains in any manner C. holding inter alia that common law claims were preempted D. holding that automobile racing is not an ultrahazardous activity E. holding claims that a railroad crossing was extrahazardous that warning devices were inadequate and that the train was not operating at a speed commensurate with the hazardous nature of the crossing were all preempted by federal law

assistant: The best answer is A. holding that the old common law duty to moderate train speed at an extra or ultrahazardous crossing is preempted
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 of this Agreement, and except as set forth in the Commercialization Plan or otherwise agreed in writing between the parties, DIALOG will market and Sell the Licensed Products as authorized under this Agreement. DIALOG will independently manage and process its own forecasting, operations and order management.

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: involving intimate relationships or furthering another right under the constitution', such as free speech.” 406 Fed.Appx. at 259 (citing City of Dallas v. Stanglin, 490 U.S. at 24, 109 S.Ct. 1591). In that case, the Tenth Circuit upheld the district court’s jury instructions, which stated that the plaintiff “had to show that the [defendant’s] restriction on association intruded on another constitutional right.” 406 Fed.Appx. at 259-60. Even accepting the Complaint’s allegations as true and viewing those allegations in the light most favorable to A.M., A.M. fails to state a plausible expressive-association claim. See Mink v. Knox, 613 F.3d at 1000. A.M. alleges that her transfer to the Homestead House “deprived [her] of her First Amendment right to associate with persons .Ct. 3244 (<HOLDING>). In this sense, A.M.’s claim resembles that of Options: A. holding that the right to associate with others as a military company is not a privilege of citizens of the united states B. recognizing the right of individuals to associate for the advancement of political beliefs and the right of qualified voters regardless of their political persuasion to cast their votes effectively C. recognizing a right to associate with others in pursuit of a wide variety of political social economic educational religious and cultural ends D. holding that njeither the right to associate nor the right to participate in political activities is absolute and congress may prohibit federal employees from participating in political activities in view of its interest in maintaining a nonpartisan work force E. recognizing even federal constitutional right of association does not apply to the right of one individual to associate with another

assistant: The best answer is C. recognizing a right to associate with others in pursuit of a wide variety of political social economic educational religious and cultural ends
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: It was the duty of the deceased to obey [the rule]. It was a deliberate breach of his duty to disobey it. The rule was made and the equipment was supplied to safeguard workmen against unforeseen and hidden dangers such as caused the death of the employ[ee] here. The deceased was a lineman of seasoned experience. The risks of his employment were known to him. He was not only recently advised of, but was perfectly familiar with, the necessity of taking the prescribed precaution by us ing the gloves in the work in which he lost his life. To my mind his misconduct manifested a wanton indifference and a willful disregard of all caution and precaution. Id. at 39-40 (internal quotation marks omitted); see also Mills v. Va. Elec. & Power Co., 197 Va. 547, 90 S.E.2d 124, 127 (1955) (<HOLDING>). More recently, in Spruill v. C.W. Wright Options: A. holding that an employee could not establish pretext when the employer in good faith believed that the employee engaged in misconduct regardless whether the employee in fact engaged in the misconduct B. holding that an employees purposeful violation of established safety rules despite instruction and warning constituted willful misconduct C. holding that willful misconduct on the part of a lineman working around energized wires precluded recovery where the employee knew of and violated the reasonable rule that required him to wear rubber gloves for his own safety D. holding that notwithstanding fact that employer brought suit in its own name pursuant to ocga 349111 c only for the liquidated amount that had been paid to the employee in workers compensation benefits after employee failed to file his own tort action within one year of injury employee was not precluded from bringing his own separate action to recover for personal injuries and loss of consortium but noting that employee received notice of employers suit only after filing his own action suggesting that court in which employers action was pending had wrongly denied the employees motion to intervene to which motion employer had objected noting that if employee had not moved to intervene in other action employees separate action would have been barred by laches and holding that thirdparty tortfeasor could move for mandatory joinder of the employer in the employees action E. holding that an employee is guilty of misconduct connected with his work when he deliberately violates a company rule reasonably designed to protect the legitimate business interests of his employer or when his acts or omissions are of such a nature or so recurrent as to manifest a willful disregard of those interests and the duties and obligations he owes his employer

assistant: The best answer is C. holding that willful misconduct on the part of a lineman working around energized wires precluded recovery where the employee knew of and violated the reasonable rule that required him to wear rubber gloves for his own safety
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: Contingent upon the execution of the Subsequent Agreement by the parties, the parties agree that the terms of the Stegodon Loan will be amended to require only interest-only payments until June 30, 2019, and all cash covenants will be waived until June 30, 2019. Amyris agrees that all Value-Creation payments received by Amyris under the Subsequent Agreement will be paid to Stegodon and applied first to accrued interest and then to principal of the Stegodon notes up to $1 million per month until the Stegodon Loan is fully paid off.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is valid, binding and enforceable against such Standby Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principals.

assistant: Enforceability
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) Unless previously terminated, (i) the Term Loan Commitments shall terminate on the Term Loan Commitment Termination Date and (ii) the Revolving Loan Commitments and all other commitments hereunder shall terminate on the Maturity Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by the SEC, including the Joint Proxy Statement/Prospectus, the Stockholder’s identity and ownership of the Covered Shares and the nature of the Stockholder’s obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Employee, for herself, her spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Employee, if any (collectively, "Releasers"), does hereby release, waive, and forever discharge Company officers, directors, attorneys, successors, and assigns (collectively, the "Releasees") from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys' fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Employee's employment with the Company or any Affiliate and the termination of Employee's employment.

assistant: Releases
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: complaint on federal preemption grounds, the district court concluded that to the extentthatMr. Firstenberg’s claims related to Ms. Monribot’s use of her cell phone, the claims were preempted by federal law. In so holding, the district court relied on Murray v. Motorola, Inc., in which the District of Columbia Court of Appeals held that lawsuits based on the premise that radio frequency (RF) emissions from cell phones are harmful to human health are preempted under the doctrine of conflict preemption because “[s]uch claims conflict with the [Federal Communications Commission (FCC)] determination that wireless phones that do comply with the FCC’s RF standards are safe for use by the general public].]” 982 A.2d 764, 768-69, 777-78 (D.C. 2009) (alteration omitted); see id. at 772 (<HOLDING>). {32} Mr. Firstenberg argues that the district Options: A. holding with respect to a general motion for directed verdict that it raised the question as to the sufficiency of the evidence on venue an essential part of the governments case internal quotation marks and citation omitted B. recognizing that conflict preemption precludes laws that under the circumstances of a particular case stand as an obstacle to the accomplishment and execution of the full purposes and objectives of congress omission alteration internal quotation marks and citation omitted C. recognizing that absent illegality we do not weigh the wisdom of any particular employment decision internal quotation marks and citation omitted D. holding in a related context that the legal determination that convictions arose out of separate criminal episodes is based on a factual finding specifically the finding that the acts giving rise to the convictions were not part of continuous and uninterrupted conduct that is so joined in time place and circumstances that such conduct is directed to the accomplishment of a criminal objective internal quotation marks omitted omission in original E. holding that an appeal is not moot so long as the appellate court can fashion relief that is both effective and equitable internal quotation marks omitted alteration in original

assistant: The best answer is B. recognizing that conflict preemption precludes laws that under the circumstances of a particular case stand as an obstacle to the accomplishment and execution of the full purposes and objectives of congress omission alteration internal quotation marks and citation omitted
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: Seller is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Seller does not intend to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. Seller is not selling and/or pledging any Repurchase Assets with any intent to hinder, delay or defraud any of its creditors.

assistant: Solvency
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) Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, Schedule 5.15 sets forth (i) the name and jurisdiction of formation or incorporation of each Group Member and, as to each such Group Member (other than the Borrower and Target and its Subsidiaries), states the authorized and issued capitalization of such Group Member, the beneficial and record owners thereof and the percentage of each class of Capital Stock owned by any Loan Party and (ii) each Immaterial Subsidiary as of the Closing Date, (b) except as disclosed on Schedule 5.15 or as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, after giving effect to the consummation of the Transactions, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, independent contractors or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Restricted Subsidiary, except as created by the Loan Documents or as permitted hereby, and (c) as of the Closing Date, each Domestic Subsidiary (other than the Target and its Subsidiaries) that is not a Subsidiary Guarantor is an Immaterial Subsidiary or an Unrestricted Subsidiary. Except as listed on Schedule 5.15, as of the Closing Date, neither the Borrower nor any Restricted Subsidiary owns any interests in any joint venture, partnership or similar arrangements with any Person.

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 legal provision and list the applicable contract clause categories. Provision: The parties agree that the validity, construction, and enforceability of this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Texas without giving effect to the conflict of laws provisions thereof. The parties further agree that the sole and exclusive forum for litigating any disputes arising under or related to the terms of this Agreement will be a court of competent jurisdiction in the State of Texas.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Mathews has named a number of white employees whom he believes were similarly situated and were not terminated. From an examination of the affidavits in the record, it appears that employees named Schmidt, Hoile, Warner, Blanford and “Moonehicken” possibly had attendance problems. See generally Flint, Figueroa, Gamble, Hines and Wedge Affs. However, these affidavits, besides being primarily hearsay and speculation, contain only general statements regarding these individuals’ behavior that do not meet Mathews’ burden of establishing that these Caucasian employees also repeatedly violated Giant policies, that Giant policies required the employees’ termination and that the employees were not terminated. See Evans v. Techs. Applications & Serv. Co., 80 F.3d 954, 962 (4th Cir.1996) (<HOLDING>). Therefore, Mathews has failed to establish Options: A. holding that affidavits that are conclusory and based on hearsay can not be used to oppose motion for summary judgment B. holding that party may not rely on conclusory statements or an argument that the affidavits in support of the motion for summary judgment are not credible C. holding that statements in affidavits based solely on hearsay are inadmissible as summary judgment evidence D. holding that unsworn statements signed under penalty of peijury can be used to oppose a motion for summary judgment E. holding affidavits based on conclusory allegations insufficient at summary judgment

assistant: The best answer is A. holding that affidavits that are conclusory and based on hearsay can not be used to oppose motion for summary judgment
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: Marine Ins. Co., 396 N.W.2d 229, 234 (Minn.1986)) (emphasis added). Thus: When read together, these [business risk] provisions exclude coverage when there has been no physical injury to tangible property other than the insured’s work. Standard Fire, 972 S.W.2d at 12 (emphasis added). In other words, there is coverage where there has been physical injury to tangible property that is not the insured’s work. As we have pointed out earlier in this opinion, we agree with the district court’s view that Love’s tangible real property is not the insured’s “work,” and that it was physically damaged by having the construction debris from the road-widening project dumped on it. Therefore, this exclusion does not apply. See Thommes v. Milwaukee Mut. Ins. Co., 622 N.W.2d 155, 159-60 (Minn.App.2001) (<HOLDING>), aff'd, 641 N.W.2d 877 (Minn.2002). Cf. Dewitt Options: A. holding as unambiguous under iowa law the insurance policys exclusion of coverage to any obligation of the insured to indemnify another because of damages arising out of a bodily injury to any employee of the insured arising out of and in the course of his employment by the insured B. holding that a third party has authority to consent to a search if the third party is a coinhabitant C. holding that a similar exclusion denies coverage for property damage to the particular part of the real property that is the subject of the insureds work at the time of the damage if the damage arises out of those operations D. holding that j5 exclusion did not bar coverage for claim against insured by third party arising out of insureds damage to third partys property E. holding that j5 exclusion did not bar coverage for damage to subcontractors work because damage did not arise from insureds performing operations on subcontractors work

assistant: The best answer is D. holding that j5 exclusion did not bar coverage for claim against insured by third party arising out of insureds damage to third partys 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: unlike those entities deemed transferees under Bonded’s dominion and control test, Avis & Archibald was not “free to invest [the funds] in lottery tickets or uranium stocks” or any other endeavor. Bonded, 838 F.2d at 894. Instead, Avis & Archibald “ ‘receivfed] [the funds] in trust or as agent for someone else’ ” (i.e., Big Sky). Rupp, 95 F.3d at 942 (quoting Richardson, 164 B.R. at 127); see also Finley, Rumble, 130 F.3d at 58 (“a commercial entity that, in the ordinary course of its business, acts as a mere conduit for funds and performs that role consistent with its contractual undertaking in respect of the challenged transaction, is not an initial transferee within the meaning of § 550(a)(1)”); Brunson v. Sec. First Nat’l Bank (In re Coutee), 984 F.2d 138, 140-41 (5th Cir.1993) (<HOLDING>); Danning v. Miller (In re Bullion Reserve of Options: A. holding attorney violated rules 3214 and 32116d when he failed to keep his clients informed about the status of their cases failed to communicate with his clients after their repeated requests for information and failed to account for or return client money from retainer fees B. holding the commissions recommendation that the attorney be ordered to refund his clients funds could not be adopted because the stipulation failed to detail the amount of such funds and no witness testimony or evidence was taken on the matter C. holding a party to be an initial transferee because she was given legal title to the funds D. holding that it was a violation of maryland rules 16607 and 16609 for an attorney to borrow money in the form of a home equity loan and to then deposit the borrowed money into his trust account in order to pay the amount owed to his client E. holding that a law firm receiving funds for a client was not an initial transferee because the firms role with respect to the received money was to accept the funds in settlement of its clients case deposit the money in trust keep as fees only what the the clients agreed to and pay the rest to the bank on behalf of the clients in satisfaction of their loan

assistant: The best answer is E. holding that a law firm receiving funds for a client was not an initial transferee because the firms role with respect to the received money was to accept the funds in settlement of its clients case deposit the money in trust keep as fees only what the the clients agreed to and pay the rest to the bank on behalf of the clients in satisfaction of their 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: Except as set forth on Schedule 4.12 and subject in each case to Permitted Liens, each of Parent and its Restricted Subsidiaries has (i) good and marketable title to all real property owned by it in fee simple (or the equivalent in foreign jurisdictions) and (ii) valid leasehold interests in all real property leased by it, in each case to the extent such property is necessary in the ordinary conduct of its business, except for any failures to have such title or interest that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . Each of Parent and its Restricted Subsidiaries owns, or has the right to use, all Intellectual Property required for the conduct of its business as currently conducted except for any such failures to own or have the right to use which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Titles