flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby. From and after the issuance of such 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 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 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 case excerpt and choose the best holding from the options. Case excerpt: the notice. (Hilsee Supp. Aff. ¶ 6(b), June 8, 2005). Moreover, the notice campaign began in early December, and the deadline to file opt-outs was April 8, 2005. This timeline, spanning a period of four months, is consistent with court-approved best practices for class notice campaigns. Id. at ¶ 6(c)vi. Accordingly, I FIND that there was sufficient notice leading up to the opt-out deadline. Objectors also assert that because the settlement class could have potentially included millions of Class Members, and only 6,524 have “shown their hands” to be included in the class by filing an inventory form, the notice is inadequate. However, many factors contribute to the claims response rate. See, e.g., Zimmer Paper Prod., Inc. v. Berger & Montague, P.C., 758 F.2d 86, 92-93 (3d Cir. 1985) (<HOLDING>); 3 Alba Conte & Herbert Newberg, Newberg on Options: A. holding that notice to the attorney of record constitutes notice to the petitioner B. holding that notice apprised class members sufficiently of information that notice was intended under the rule to convey C. holding that notice to supervisor is notice to city D. holding that where defendant engaged in customary and court approved notice procedure the response rate was not determinative of the adequacy of the class notice E. holding that a notice of deficiency was invalid where it was the second notice mailed for that year and the taxpayer timely petitioned the court as to the first notice

assistant: The best answer is D. holding that where defendant engaged in customary and court approved notice procedure the response rate was not determinative of the adequacy of the class notice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient (in the case of the Pledgors) at the “Address for Notices” specified on the signature pages hereof and (in the case of the Administrative Agent) at the address specified in Section 12.02 of the Credit Agreement or, as to any party, at such other address as shall be designated by such party in a notice to each other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Warrant and all of the other Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Persons holding Warrants representing not less than two-thirds of the Common Stock obtainable upon exercise of all such Warrants then outstanding; provided, that the number of Warrant Shares subject to this Warrant, the Exercise Price, the Initial Exercise Date and the Termination Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Holder. Any such amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants whether or not they have consented (except only for those amendments that, pursuant the preceding sentence, require the written consent of the Holder).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may also , at our sole discretion , limit access to the services and/or terminate the accounts of any users who infringe any intellectual property rights of others , whether or not there is any repeat infringement .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any amounts payable by the Company to the Executive pursuant to Section 5(a)(ii), 5(a)(iii), or 5(a)(iv) shall be subject to and conditioned upon the Executive (or his legal representative) signing and delivering to the Company a general release and waiver (in the form attached as Exhibit B ) within the time period set forth therein (and not revoking such release), and the first payment pursuant to Section 5(a)(ii) shall be made on the 55th day following the Date of Termination (the “ Initial Payment Date ”), with any payments that would have otherwise been made during the period between the Date of Termination and the Initial Payment Date to be paid in a lump sum on the Initial Payment Date.

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: and social gatherings. They further allege that their cause of action arose from these transactions because Peas-lee defamed them “in furtherance of his employment by Euro Brokers in an effort to interfere with Cantor’s effectiveness in the marketplace as a competitor.” While Peas-lee may have had a professional interest in keeping in touch with his colleagues, however, it is not alleged that his social meetings were “essential to the formation or continuance” of any business relationship such that his two-day visit should invoke the jurisdiction of the New York courts. Pneumau-Flo Sys., Inc. v. Universal Mach. Corp., 454 F.Supp. 858, 866 & n. 21 (S.D.N.Y.1978) (collecting eases); see McKee Elec. Co. v. Rauland-Borg Corp., 20 N.Y.2d 377, 382, 283 N.Y.S.2d 34, 37, 229 N.E.2d 604 (1967) (<HOLDING>). Furthermore, there was nothing in the record Options: A. holding that television station was not subject to personal jurisdiction in new york under that states longarm statute since libel claim did not arise from defendants delivery of mail orders to new york B. holding that for purposes of longarm jurisdiction because plaintiff was employed in new york the original event causing his injury occurred in new york C. holding that neither the new york location of the terrorist attack giving rise to the policyholders claim nor the new yorkbased claims adjustor rendered new york the locus of operative facts because new york was not the site of the contracts execution D. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership E. holding that passing the time of day with a customer in new york does not give rise to personal jurisdiction

assistant: The best answer is E. holding that passing the time of day with a customer in new york does not give rise to personal jurisdiction
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: subject to the proviso, however, that the said laws and regulations must not nullify these rights.” Convention, art. 36(2). Despite the importance of the Vienna Convention, and its status as the supreme law of the land, law enforcement officials continue to overlook the rights Article 36(l)(b) establishes for foreign nationals who are “arrested, in prison, custody, or detention.” Convention, art. 36(l)(b). By failing to complain of these violations at trial, however, most individual defendants have “failed to exercise [their] rights under the Vienna Convention in conformity with the laws of the United States.” Breard v. Greene, 523 U.S. 371, 118 S.Ct. 1352, 1355, 140 L.Ed.2d 529 (1998). As a result, violations of the Convention have often gone judicially unredressed. See, e.g., id. (<HOLDING>); Villafuerte v. Stewart, 142 F.3d 1124, 1125 Options: A. holding that an argument not raised before the district court is procedurally defaulted B. holding that we cannot avoid ruling on a claim a petitioner has procedurally defaulted if the government has waived the procedural default defense for that claim C. holding that a defendant who is seeking to excuse a procedurally defaulted claim of structural error need not establish actual prejudice D. holding that court may address procedurally defaulted claim on the merits where it is more efficient to do so E. holding that the convention claim was procedurally defaulted

assistant: The best answer is E. holding that the convention claim was procedurally defaulted
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: lot. He said that less than fifteen seconds passed before Appellant caught them and struck them with his truck three times, jarring them. Gary testified that Appellant followed them after Randy turned right and was “coming up on [them] really fast.” Gary said that after Randy hit the brakes, Appellant “barely missed” them and drove into a ditch. This evidence is legally sufficient to support the jury’s finding that Appellant intentionally or knowingly threatened Randy and Gary with imminent bodily injury. See Tex. Penal Code Ann. § 22.01(a)(2); Jackson, 443 U.S. at 319, 99 S.Ct. at 2789; Clayton, 235 S.W.3d at 778; see also Dominique v. State, No. 01-09-00385-CR, 2010 WL 1571180, at *3 (Tex.App.-Houston [1st Dist.] Apr. 8, 2010, no pet. h.) (mem. op., not designated for publication) (<HOLDING>). The evidence is also legally sufficient to Options: A. holding that counsel was deficient when he failed to object to error in jury charge referring to aggravated assault when the charge was assault on a public servant B. holdingthat evidence was sufficient to support defendants convictions on rape and aggravated assault charges C. recognizing that if there is evidence upon which one may reasonably infer an element of the crime the evidence is sufficient to sustain that element and where reasonable minds could differ the evidence is sufficient to sustain a conviction D. holding evidence legally and factually sufficient to sustain conviction for aggravated assault on a public servant and stating that the jury reasonably could have inferred that dominiques conduct was intentional based on his repeated attempts to run down the police officers who stood in his way E. holding that where a defendant attempts to explain his actions and reveals his parolee status on direct examination the specific reason for his parole could not have been enlightening to the jury and therefore was not relevant

assistant: The best answer is D. holding evidence legally and factually sufficient to sustain conviction for aggravated assault on a public servant and stating that the jury reasonably could have inferred that dominiques conduct was intentional based on his repeated attempts to run down the police officers who stood in his way
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: two-level, rather than five-level, enhancement for the number of images), but excluded the downward adjustment for acceptance of responsibility (for the reasons discussed above). Thus the government’s final sentencing recommendation was consistent with the plea agreement, which permitted the government to withhold a recommendation for an adjustment for acceptance of responsibility if Cannel did not comply with the specified conditions. The plea agreement, moreover, permitted the government to seek any sentence within the applicable guideline range; the government recommended a sentence of 97 months, which was at the top of the 78 to 97-month sentencing range dictated by the offense level of 28. AFFIRMED. 1 . See, e.g., United States v. Espinoza-Cano, 456 F.3d 1126, 1128 (9th Cir.2006) (<HOLDING>). CLIFTON, Circuit Judge, concurring in the Options: A. holding that the governments decision not to move for an acceptance of responsibility adjustment under ussg 3ellb cannot be based on an unconstitutional motive or for reasons not rationally related to a legitimate government interest B. holding that adjustment for acceptance of responsibility is appropriate where the district court rebuffed a defendants attempts to plead guilty C. holding that a defendant should not receive an acceptance of responsibility adjustment when there is contradicting obstructive conduct D. holding that there was no miscarriage of justice where the defendant claimed that the government abused its discretion by refusing to request a threelevel downward adjustment for acceptance of responsibility E. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling

assistant: The best answer is A. holding that the governments decision not to move for an acceptance of responsibility adjustment under ussg 3ellb cannot be based on an unconstitutional motive or for reasons not rationally related to a legitimate government interest
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 and each other Loan Document to which it is a party has been duly executed and delivered by each Borrower and constitutes a valid and binding agreement of each Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: outside the scope of section 1291 review. In determining whether Judge White’s decision was administrative, we reject the grievants’ suggestion that we rely on Judge White’s characterization of his final order as administrative and nonappealable. Such an approach would be inconsistent with our duty to determine independently whether the district court exceeded its jurisdiction. United States v. Corrick, 298 U.S. 435, 440, 56 S.Ct. 829, 831, 80 L.Ed. 1263, reh’g denied, 298 U.S. 692, 56 S.Ct. 951, 80 L.Ed. 1410 (1936). The approach that we adopt is to determine, based on the objective facts, whether Judge White was acting in an administrative capacity or whether he was acting in a judicial capacity. See Application of L.B. & W. 4217, 16 Alaska 277, 238 F.2d 163, 165, 166 (9th Cir.1956) (<HOLDING>). Judge White’s hearing was conducted pursuant Options: A. holding that its appellate jurisdiction does not extend to the adjudication of administrative or legislative issues or controversies but rather only to decisions of a judicial character B. holding that this court is not bound by decisions of the appellate division or the third circuit even where those decisions concern the same parties and legal issues C. holding that sources of public policy include legislation administrative rules regulations or decisions and judicial decisions and in certain instances a professional code of ethics D. holding that rookerfeldman does not apply to state administrative decisions E. holding that prison officials should not be made to paydamages for the consequences of legislative and judicial decisions

assistant: The best answer is A. holding that its appellate jurisdiction does not extend to the adjudication of administrative or legislative issues or controversies but rather only to decisions of a judicial character
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: During the Term, Executive shall be eligible for paid vacation in accordance with the Company’s policies, as may be in effect from time to time, for its senior executives generally; provided that Executive shall be entitled to paid vacation time at a rate of no less than 4 weeks per calendar year. Executive shall use such vacation time at such reasonable time or times each year as he may determine after consultation with the Chairman of the Board.

assistant: Vacations
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: any other comments , compliments , complaints or suggestions about 9gag , the operation of the services or any other matter should be sent to support@9gag.com .

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: read a copy of the court’s January 21, 1997, order setting the default judgment damage hearing. Leigh contacted its current counsel which entered an appearance the next day, January 29,1997. Only at this point did Leigh begin to pursue the defense of this matter in a vigorous manner. While miscommunication due to poor internal communication systems is understandable, it is not excusable. Air Canada, 810 F.2d at 1537. It is not enough to argue that a mail clerk misplaced the complaint, Id., or to contend that the Postal Service lost the complaint, Baez, 518 F.2d at 350. Instead, organizations must have systems for “checking up on process to see that it has in fact reached its destination and that action is being taken.” Air Canada, 810 F.2d at 1537; see also Baez, 518 F.2d at 350 (<HOLDING>). Throughout this action Leigh lacked a system Options: A. holding that internal procedural safeguards could and should have been established to prevent the loss of a complaint by the postal service and the consequent entry of default judgment B. holding that in considering the appellants opposition to the motion for a default judgment it is proper to apply the rule 55c standard for setting aside the entry of a default C. recognizing that a default judgment based on improper service is void D. holding that entry of a default judgment was inappropriate where complaint merely recited statutory language and contained no facts E. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact

assistant: The best answer is A. holding that internal procedural safeguards could and should have been established to prevent the loss of a complaint by the postal service and the consequent entry of default 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: the district court exercised its discretion to impose a consecutive sentence initially. Three of the other cases involved consecutive sentences for carrying a weapon in conjunction with a drug offense. See United States v. Bailey, 235 F.3d 1069 (8th Cir. 2000); United States v. Edwards, 225 F.3d 991 (8th Cir.2000); and United States v. Goldman, 228 F.3d 942 (8th Cir.2000). The remaining three cases all involved nondrug offenses where the district courts originally used their discretion to impose consecutive sentences. See United States v. Amsden, 213 F.3d 1014, 1016 (8th Cir.2000) (remanding for resentencing in mail threats case where district court had imposed consecutive sentences for extreme conduct under U.S.S.G. § 5K2.8; United States v. Waugh, 207 F.3d 1098, 1102 (8th Cir.2000) (<HOLDING>); United States v. Lewis, 200 F.3d 1177 (8th Options: A. holding that the federal constitutional right to a jury trial does not apply to decisions to impose consecutive sentences B. holding that 2003 amendment to ussg 5g13 worked a substantive change to that guideline by eneouraging district courts to impose consecutive sentences while at the same time permitting them in the exercise of their sound discretion to make the federal sentence concurrent C. holding that consecutive sentences were warranted because of the multiple separate and distinct criminal acts D. holding in assault and involun tary manslaughter case that district court has discretion to impose concurrent or consecutive sentences based on finding of whether multiple counts involved the same harm E. holding that the district court did not err by sentencing a defendant to consecutive prison terms for seconddegree manslaughter and aggravated assault committed against two separate victims because the multiple sentences did not unfairly exaggerate the criminality of the defendants conduct

assistant: The best answer is D. holding in assault and involun tary manslaughter case that district court has discretion to impose concurrent or consecutive sentences based on finding of whether multiple counts involved the same harm
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 the parol evidence rule discussed below. 27 . Fed. R. Bankr. P. 7056(e). 28 . Id. 29 . Richins Drilling, Inc. v. Golf Servs. Group, Inc., 189 P.3d 1280, 1281 (Utah App.2008). 30 . See full discussion of ambiguity of the Notes below. 31 . Utah Code Ann. ¶ 70A-3-104 (2008). 32 . 717 P.2d 697 (Utah 1986). 33 . Id. at 699. 34 . Pl.’s Mem. Supp. Summ. J. Ex. A at 1; Ex. B at 1. 35 . Calfo, 717 P.2d at 700. 36 . Id. 37 . PL's Mem. Supp. Summ. J. Ex. A at 1; Ex. B at 1. 38 . Id. 39 . Utah Code Ann. § 70A-3-108 (2008). 40 . Pl.’s Mem. Supp. Summ. J. Ex. A at 1; Ex. B at 1. The Notes were issued/executed on March 15, 2007, and accordingly, the full amount will be due on or before March 15, 2010. 41 . Utah Code Ann. § 70A-3-103(l)(e) (2008). 42 . Anderson v. Gardner, 647 P.2d 3, 4 (Utah 1982) (<HOLDING>). 43 . Utah Code Ann. § 70A-3-402 (2008); See Options: A. holding that a state officer sued in his individual capacity may be held personally liable for damages under 42 usc 1983 based upon actions taken in his official capacity B. holding that when a contract names the parties a signature by a defendant not named creates an ambiguity and parol testimony should be admitted to explain the capacity in which the defendant signed C. holding that the plaintiffs were entitled to discovery to determine whether the defendant intended to be bound in his personal andor corporate capacity where the agreement contained certain personal guarantees by the defendant but where the defendant signed the agreement only in a corporate capacity with no signature blocks provided for signing in a personally capacity D. holding that state officials may be personally liable for actions taken in their official capacity E. holding that a preprinted signature block listing mr jay gardnerkmor radio and signed by gardner without any indication the signature was being done in any official capacity left him personally liable

assistant: The best answer is E. holding that a preprinted signature block listing mr jay gardnerkmor radio and signed by gardner without any indication the signature was being done in any official capacity left him personally liable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The IJ further found that Liu’s demean- or undermined her credibility. Because Liu has not challenged the IJ’s demeanor finding, we deem any such challenge to that finding waived. See Yueqing Zhang v. Gonzales, 426 F.3d 540, 545 n. 7 (2d Cir.2005) (emphasizing that, “[i]ssues not sufficiently argued in the briefs are considered waived and normally will not be addressed on appeal”). Finally, the IJ’s adverse credibility determination was supported by Liu’s deficient corroboration. First, the IJ appropriately declined to give weight to U.S. medical records indicating that Liu had informed a physician of her two alleged abortions, where she had obtained the document after she was placed in removal proceedings. See Xiao Ji Chen v. U.S. Dep’t of Justice, 471 F.3d 315, 341-42 (2d Cir.2006) (<HOLDING>). Likewise, the IJ reasonably elected not to Options: A. holding that the weight accorded to documentary evidence lies largely within the ijs discretion B. holding that the weight afforded to documentary evidence lies largely within the discretion of the ij C. holding that the weight afforded to the applicants evidence in immigration proceedings lies largely within the discretion of the agency D. holding that the weight afforded to the applicants evidence in immigration proceedings lie largely within the discretion of the ij E. holding that the weight afforded to the applicants evidence in immigration proceedings lies largely within the agencys discretion

assistant: The best answer is B. holding that the weight afforded to documentary evidence lies largely within the discretion of the ij
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 Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Parent or the ABL Administrative Borrower and without limiting any obligation of Parent or the ABL Administrative Borrower to do so), ratably according to their respective Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages or outstanding FILO Term Loans, as applicable, immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, the FILO Term Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties contained in Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation and warranty shall be true and correct in all respects on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation and warranty shall remain true and correct in all respects as of such earlier date).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, together with the Agreement and the Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, will together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

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: (concluding evidence of possession was insufficient when the defendant’s companion acknowledged that the weapon belonged to him, and that the defendant did not know it was present). {24} However, we must hold that these additional pieces of evidence, though helpful to a reasonable fact-finder, would not have been enough, by themselves, to prove control. Instead, the ammunition clip tips the balance in favor of the verdict. Unlike the Cou Ct.App.1995) (finding sufficient evidence to support a conviction based on constructive possession when a pistol was found under the passenger seat where the defendant had been seated and fifteen to twenty rounds of ammunition, which matched the pistol, were found in the defendant’s pants pocket); Green v. State, 489 P.2d 768, 768 (Okla.Crim.App.1971) (<HOLDING>). We cite these cases for illustrative purposes Options: A. holding conviction for possession was supported by sufficient evidence when a firearm was found under the passenger seat where the defendant had been sitting and the arresting officer observed the defendant trying to place something in the glove compartment which when searched yielded an ammunition clip matching the gun under the seat B. holding the evidence sufficient to support a finding that the defendant a front seat passenger of a vehicle occupied by three individuals was in constructive possession of marijuana found in white bag directly under the defendants seat C. holding the evidence sufficient to support a finding that the juvenile a front seat passenger of a vehicle occupied by four persons was in possession of marijuana recovered from a crumpled piece of newspaper behind the drivers seat D. holding direct testimony tying a defendant to a gun was not required when the gun was found in the defendants truck and when the defendant had both ammunition for the gun and a rack in which it could have been kept E. holding sufficient connection or nexus existed between the defendant and a gun in a case of nonexclusive possession because the gun was found under the defendants seat was visible and retrievable by defendant and a magazine of ammunition was hidden in the seat cover

assistant: The best answer is A. holding conviction for possession was supported by sufficient evidence when a firearm was found under the passenger seat where the defendant had been sitting and the arresting officer observed the defendant trying to place something in the glove compartment which when searched yielded an ammunition clip matching the gun under the seat
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 an express condition precedent to the effectiveness of this Amendment, Company shall within 24 hours of execution of this Amendment, time being of the essence, pay $505,000.00 (the “ Payment Amount ”) to Investor by wire transfer of immediately available funds pursuant to the wire transfer information previously provided to Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 1005. The lender subsequently filed another foreclosure action, based on a different default. Id. Despite the fact that judgment had been entered against the lender in the first action after an acceleration, the Florida Supreme Court held that res judi-cata did not bar the second suit. While it is true that a foreclosure action and an acceleration of the balance due based upon the same default may bar a subsequent action on that default, an acceleration and foreclosure predicated upon subsequent and different defaults present a separate and distinct issue. See[ Olympia Mortgage Corp. v. Pugh, 774 So.2d 863, 866 (Fla. 4th DCA 2000)] (“We disagree that the election to accelerate placed future installments at issue.”); see also Greene v. Boyette, 587 So.2d 629, 630 (Fla. 1st DCA 1991) (<HOLDING>), For example, a mortgagor may prevail in a Options: A. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage B. holding that the lower court failed to account for payments made in connection with the marital home including mortgage payments C. holding that in a case in which an omitted junior mortgagee foreclosed its mortgage the junior mortgagee had the absolute right to redeem from the senior mortgagee who had purchased the property at a sale following foreclosure of the senior mortgage D. holding that where a mortgagee is acting on behalf of the note holder there is no disconnection between note and mortgage and the mortgagee may foreclose E. holding that a mortgagee can successfully recover twice on one mortgage for multiple periods of default because the payments were different installments

assistant: The best answer is E. holding that a mortgagee can successfully recover twice on one mortgage for multiple periods of default because the payments were different installments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: — after the victim had undergone “diagnostic tests up to and including a CAT scan.” See id. (determining that victim’s statements were made for the purpose of medical treatment or diagnosis, in part, because the examination was conducted “in a medical office, with all the equipment that a young child would recognize as indicative of a doctor’s visit”). In addition, the victim had an existing doctor-patient relationship with Gladstone as she had met with her in Gladstone’s medical office on two prior occasions in the previous six months. See State v. Graf, 143 N.H. 294, 304 (1999) (noting preexisting relationship between doctor and victim in analysis of whether victim made statements for purpose of medical diagnosis or treatment); cf. VanPatten v. State, 986 N.E.2d 255, 265 (Ind. 2013) (<HOLDING>). The defendant argues that the fact that Options: A. holding that there was insufficient evidence that alleged victim made statements to forensic nurseexaminer for purpose of medical diagnosis or treatment in part because there was no evidence regarding alleged victims past experience with medical facilities or medical providers B. holding that plaintiffs claim that medical providers did not comply with baker act was not subject to medical malpractice statutes ajlthough a medical diagnosis is necessary in order to involuntarily commit a patient the process of complying with the statute does not require medical skill or judgment C. holding a victims statements to emergency room doctor not testimonial where the purpose of the examination was for medical diagnosis and treatment D. holding that the term medical as used in the hearsay exception regarding statements made for the purpose of medical diagnosis or treatment includes emotional and mental health as well as physical health E. holding that statements in medical records given for the primary purpose of medical diagnosis and treatment are nontestimonial

assistant: The best answer is A. holding that there was insufficient evidence that alleged victim made statements to forensic nurseexaminer for purpose of medical diagnosis or treatment in part because there was no evidence regarding alleged victims past experience with medical facilities or medical providers
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: evidence that the State could introduce only if defendant were to testify, in which case defendant’s record would have impeached his credibility. Before trial, defendant indicated by affidavit that he wished to testify but that the lack of jury bifurcation would prevent him from doing so because of the prejudicial impact of his criminal record. -As a result of the trial court’s refusal to bifurcate the jury, defendant elected not to testify in his own defense. Consequently, the trial court’s decision not to bifurcate the jury must be evaluated not only in light of the prejudicial impact of defendant’s record on the jury’s penalty-phase deliberations but also in light of defendant’s right to testify in his defense, see Rock v. Arkansas, 483 U.S. 44, 107 S.Ct. 2704, 97 L. Ed.2d 37 (1987) (<HOLDING>); State v. Savage, 120 N.J. 594, 626-28, 577 Options: A. holding violation of right to testify could not be harmless B. holding right to testify was federal constitutional right C. recognizing the right to trial by jury is a constitutional right to be given the same protections as other constitutional rights D. recognizing defendants state and federal constitutional rights to testify E. holding that a defendant has a constitutional right to counsel as a matter of right on direct appeal

assistant: The best answer is B. holding right to testify was federal constitutional right
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: vote. In the absence of any corporate action by the board respecting his salary, I am unable to construe the election of Mr. Zell to act in the role of chief executive officer as automatically carrying with it any salary entitlement in the non-bankruptcy context. Nothing in the Code would override the requirement of corporate approval of his salary or otherwise enlarge his rights beyond that authorized by the board. Thus, under any plausible interpretation of Section 327, as it applies to the present case, Zell is ineligible for compensation and the Debtor’s second contention, therefore, is overruled. III. Mr. Zell cannot be compensated under Section 503 absent employment under Section 327. Finally, Mr. Zell contends that 11 U.S.C. Sections 503(a) 96 B.R. 884 (Bankr.E.D.Wis.1989) (<HOLDING>). Courts reaching a different result regarding Options: A. holding that property manager not a professional when management authority had not been delegated to it B. holding that chevron deference is due only when the agency acts pursuant to delegated authority C. holding that an agent acting outside his delegated authority is not protected by the discretionary function exception D. holding that property manager held to be a professional when granted broad autonomy and unfettered discretion E. holding that determination as to whether an official has been delegated final policymaking authority is a question of law for the court not one of fact for the juiy

assistant: The best answer is A. holding that property manager not a professional when management authority had not been delegated to it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: supercell does not warrant that you will be able to access or use the service at the times or locations of your choosing ; that the service will be uninterrupted or error-free ; that defects will be corrected ; or that the game or the service are free of viruses or other harmful components .

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: Survival . All covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent or any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

assistant: Survival