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 remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant. The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting the Company’s creditors’ rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports or in Schedule 3.1(h) hereto, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that would result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or the changed its auditors, except as disclosed in its SEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company to repurchase such shares upon the termination of employment or services), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock-based plans. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: there is a presumption that the Legislature intended the two to coexist and that it “did not intend an absurd or unreasonable result.” Id. Therefore, the statute with more specific language “relating to a particular subject will prevail over the general terms of another statute.” Id. ANALYSIS AND DECISION [¶ 8.] 1. Whether a guardianship proceeding commenced by a non-parent and based upon allegations of abuse and neglect is a proper proceeding to terminate the custodial rights of a natural parent. [¶ 9.] Proceedings instituted under the South Dakota Guardianship Act, set forth in SDCL chapter 29A-5, are not the proper means of transferring custody from a parent to a non-parent without a prior determination of a parent’s unfitness. See Blow v. Lottman, 75 S.D. 127, 59 N.W.2d 825 (1953) (<HOLDING>) overruled on other grounds by Matter of Options: A. recognizing that injury is a prerequisite to liability B. holding that article iii standing is not a prerequisite to intervention C. holding that a coa is a jurisdictional prerequisite D. holding that a finding of plaintiffs bad faith is not a prerequisite to the trial courts exercise of discretion to award fees E. holding mothers disqualification as custodian is prerequisite to award of custody to any other person

assistant: The best answer is E. holding mothers disqualification as custodian is prerequisite to award of custody to any other person
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in Plaintiffs’ Rule 56(f) affidavit, even if existent, would not negate Riverside’s state action immunity defense. Plaintiffs argue that it is an abuse of judicial discretion to grant summary judgment without first permitting them an opportunity to conduct discovery on the merits, particularly in a complicated antitrust matter such as the instant case. Plaintiffs’ Response to Riverside’s Motion at 7-11; Plaintiffs’ Reply to Riverside’s Motion at 1-2. However, there is ample ease law in this circuit that supports granting summary judgment without first permitting the non-movant the opportunity to conduct discovery especially where, as here, it is evident from the circumstances of the case that the requested discovery cannot possibly defeat summary judgment. See Carney, supra, at 813 (<HOLDING>); Eastway Construction Corp., supra, at 251 Options: A. holding that rejection of the appellants rule 56f request for additional discovery was proper where the information as to which he sought discovery was immaterial to the question of whether he is liable B. holding that grant of judgment was premature where plaintiff submitted properly supported rule 56f request for further discovery in opposition to defendants motion for summary judgment C. holding denial of rule 56f motion improper where party moving for summary judgment had not been extremely forthcoming with respect to document requests and interlocutory appeal had interrupted discovery D. holding district courts denial of crossmotion for discovery pursuant to rule 56f and simultaneous grant of summary judgment was proper where defendant who had conducted over 100 interviews and significant academic research was unable to identify any interviewed individual or published source on which he purportedly relied in support of assertions in rule 56f affidavit E. holding that the court was precluded from considering whether the district court had abused its discretion in ruling on defendants summary judgment motion before allowing plaintiff to conduct requested discovery where the plaintiff had not filed an affidavit pursuant to rule 56f and stating that when a party does not avail himself of relief under rule 56f it is generally not an abuse of discretion for the district court to rule on the motion for summary judgment citation omitted

assistant: The best answer is D. holding district courts denial of crossmotion for discovery pursuant to rule 56f and simultaneous grant of summary judgment was proper where defendant who had conducted over 100 interviews and significant academic research was unable to identify any interviewed individual or published source on which he purportedly relied in support of assertions in rule 56f affidavit
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: There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the Transactions. There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall perform and discharge well and faithfully such management and administrative duties as an executive officer of Penns Woods and JSSB as may be assigned to her from time to time by the President and Chief Executive Officer of Penns Woods and JSSB and which are consistent with her positions set forth in the following sentence. Executive shall be employed as Senior Vice President and Head of Institutional Advancement of Penns Woods and JSSB. Executive shall report directly to the President and Chief Executive Officer of Penns Woods and JSSB. Executive shall devote her full time, attention and energies to the business of the Employer during the Employment Period (as defined in Section 3); provided, however, that this section shall not be construed as preventing Executive from (a) investing her personal assets in enterprises that do not compete with Penns Woods, JSSB or any of their majority-owned subsidiaries (except as an investor owning less than 5% of the stock of a publicly-owned company), or (b) being involved in any civic, community or other activities with the prior approval of the President and Chief Executive Officer of Penns Woods and JSSB.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Affiliates by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Absent jurisdiction conferred by statute, district courts lack power to consider claims. This limitation is doubly significant for suits against the federal government, which, absent express waiver, are barred by the doctrine of sovereign immunity. Kansas v. United States, 204 U.S. 331, 341, 27 S.Ct. 388, 390-91, 51 L.Ed. 510 (1907). The relevant statutory provisions governing marine casualty reporting and investigations at issue here do not provide directly for f the agency’s inquiry and challenge the final agency decision. Standard Oil, 449 U.S. at 244-45, 101 S.Ct. at 495-96. An attack on the authority of an agency to conduct an investigation does not obviate the final agency action requirement. See Aluminum Co. of Am. v. United States, 790 F.2d 938, 942 (D.C.Cir.1986) (Scalia, J.) (<HOLDING>); Ticor Title Ins. Co. v. FTC, 814 F.2d 731, Options: A. holding that chevron deference is due only when the agency acts pursuant to delegated authority and the agency action has the force of law B. holding that any fact that increases a sentence beyond the prescribed statutory maximum must be proven beyond a reasonable doubt to a jury C. holding that administrative implementation of a particular statutory provision qualifies for chevron deference when it appears that congress delegated authority to the agency generally to make rules carrying the force of law and that the agency interpretation claiming deference was promulgated in the exercise of that authority D. holding claim that agency action is beyond statutory authority does not make any difference for finality analysis E. holding that any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury and proved beyond a reasonable doubt

assistant: The best answer is D. holding claim that agency action is beyond statutory authority does not make any difference for finality 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 Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty (other than unasserted contingent indemnification amounts) and (ii) the Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agent, the Lenders and their respective successors, transferees and assigns. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Agent (acting at the written direction of the Required Lenders).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 11, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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: Employee will be entitled to participate in each employee benefit plan and program of the Company to the extent that Employee meets the eligibility requirements for such employee benefit plan or program. Employee shall pay any contributions which are generally required of employees to receive any such benefits. The Company provides no assurance as to the adoption or such plan or program shall be subject to the provisions, rules and regulations applicable thereto. If there is any waiting period for participation by Employee or her covered dependents in any of the health, dental or vision benefit plans, the Company will pay the excess of Employee's health, dental and/or vision premiums incurred during such waiting period over the amount he otherwise would pay under Company plans. To the extent the Company makes directors' and officers' liability insurance available to the directors, it will also make it available to Employee on the same terms as other directors. Company warrants and represents that is has in place general liability insurance in an amount of$1,000,000 and that insurance covers Employee actions pursuant to or in connection with her duties as an Officer and Director under this Agreement, subject to the terms and conditions of said policy. The Company hereby agrees to maintain such insurance during the time period this Agreement is in effect, and to immediately notify Employee of any lapse or modification of such coverage. The Company agrees to indemnify and hold harmless Employee from any claim made by any third party against the Employee based on whole or in part upon any action by Employee which occurs pursuant to or .in connection with this Agreement or in the relationship or relationships contemplated by this Agreement, except to the extent caused by Employee's negligence, wi llful misconduct or material breach of this Agreement. Employee shall receive four (4) weeks paid vacation annually; provided, however, that vacations not taken during any calendar year shall not be carried over to a subsequent year. Upon the Date of Termination, Employee shall be paid at a rate per day equal to Employee's Base Salary then in effect divided by 260 for all current and previously accumulated vacation days not taken during the calendar year in which the Date of Termination occurs, with such payment to be made within thirty (30) days following the Date of Termination. Such amount shall be deemed a payment obligation accruing through the Date of Termination for purposes of Section 5.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Kane, id. at 5. The term ‘accident’ is not a characterization of the method of injury, but the result thereof.” 590 So.2d at 286-87 (first emphasis added). Thus, although a normal occupational stimulus that causes an injury may not be “accidental” in a colloquial sense, an unusual physical reaction to that stimulus may nonetheless satisfy the statutory requirement of an unexpected and unforeseen event. As this court held in City of Tuscaloosa v. Howard, 55 Ala.App. 701, 318 So.2d 729 (Ala.Civ.App.1975), it is not necessary that an injured employee prove “some unusual strain or exertion not ordinary to the job.” 55 Ala.App. at 705, 318 So.2d at 732. See Consolidated Coal Co. v. Dill, 248 Ala. 5, 26 So.2d 88 (1946); Pow v. Southern Construction Co., 235 Ala. 580, 180 So. 288 (1938) (<HOLDING>). In a case similar in many respects to the Options: A. holding that injuries suffered by laborers are not recoverable under the terms of the miller act B. holding that victims injuries did not arise out of the use of a motor vehicle when the victim received injuries from a gun fired in the vehicle C. holding that the govemment is not liable under the federal tort claims act for injuries to service members where the injuries arise out of or are in the course of activity incident to military service D. holding that the united states is immune from monetary damages for injuries to servicemen where the injuries arise out of or are in the course of activity incident to service E. holding that injuries covered by the act are not limited to external traumatic injuries

assistant: The best answer is E. holding that injuries covered by the act are not limited to external traumatic injuries
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: our circuit: Samuel-Bassett, 357 F.3d at 392 (class action removal case arising prior to the enactment of CAFA), and Morgan, 471 F.3d at 469 (class action removal case arising under CAFA). It is to these cases we now turn. 1. Samuelr-Bassett, decided prior to the enactment of CAFA, articulated a template for addressing subject matter jurisdiction challenges by examining two Supreme Court cases: St. Paul Mercury Indemnity Co. v. Red Cab Co., 303 U.S. 283, 58 S.Ct. 586, 82 L.Ed. 845 (1938), and McNutt v. General Motors Acceptance Corp. of Indiana, 298 U.S. 178, 56 S.Ct. 780, 80 L.Ed. 1135 (1936). In Red Cab, the plaintiff filed suit in state court and, in response to defendant’s removal of the case, subsequently reduced its claim below the requisite amount. 303 U.S. at 285, 58 S.Ct. 586 (<HOLDING>). The Supreme Court articulated what has become Options: A. holding that the district court erred in not determining whether the amount in controversy necessary to create diversity jurisdiction was met at the time of removal B. holding that the court may presume it has jurisdiction over a case once the plaintiffs initial burden of establishing jurisdiction has been satisfied C. holding that events occurring subsequent to removal which reduce the amount recoverable whether beyond the plaintiffs control or the result of his volition do not oust the district courts jurisdiction once it has attached D. holding events occurring subsequent to removal which reduce amount recoverable do not oust district courts jurisdiction E. holding that district courts do not have appellate jurisdiction over state courts

assistant: The best answer is C. holding that events occurring subsequent to removal which reduce the amount recoverable whether beyond the plaintiffs control or the result of his volition do not oust the district courts jurisdiction once it has attached
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 consideration for the sale of the Acquired Assets and other commitments of Seller set forth in this APA, Purchaser shall, subject to section 2.12, issue and deliver to Seller 1,000,000 shares of CannaSys Stock as soon practicable after the increase of authorized shares of CannaSys Stock becomes effective.

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 legal provision and list the applicable contract clause categories. Provision: Each Contract Year, Employer agrees to reimburse Executive in an amount not to exceed Five Thousand Dollars ($5,000) for the annual premium and other fees and expenses associated with estate planning services for Executive, including legal and tax services, and Executive’s purchase or maintenance of a life or disability insurance policy or other insurance policies on the life, or related to the care, of Executive. Executive shall be entitled to freely select and change the beneficiary or beneficiaries under such policy or policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The unenforceability of any provision or provisions of this Agreement shall not affect the enforceability of any other provision of this Agreement. If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Employee shall be deemed reinstated as if this agreement had not been executed.

assistant: Severability
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: ch. 5, pt. A, introductory cmt. (2007). 2 . Sexual abuse or exploitation is defined by the Sentencing Guidelines in relevant part, as conduct described in 18 U.S.C. § 2242(b) which provides: Whoever, using the mail or any facility or means of interstate or foreign commerce, or within the special maritime and territorial jurisdiction of the United States knowingly persuades, induces, entices, or coerces any individual who has not attained the age of 18 years, to engage in prostitution or any sexual activity for which any person can be charged with a criminal offense, or attempts to do so, shall be fined under this title and imprisoned for not less than 10 years or for life. 18 U.S.C. § 2242 (2006) (emphasis added). 3 . See United States v. Thomas, 410 F.3d 1235, 1246 (10th Cir.2005) (<HOLDING>); United States v. Bailey, 228 F.3d 637, Options: A. holding that defendants affirmative acts of driving minor to robbery helping minor enter the building and serving as a lookout for the minor warranted sentencing enhancement B. holding that defendant crossed the line to inducement when he made arrangements to meet the minor C. holding that reasonable attorneys fees for the benefit of a minor in defending the minor against a criminal charge were necessaries D. holding that dual convictions for solicitation of a minor and traveling to meet the minor do not violate double jeopardy because sections 84701353 and 4 reflect a clear legislative intent to punish the offenses separately E. holding that because minor defendant was mandatorily sentenced to life imprisonment without parole and because his case was still pending on direct appeal when miller was released the minor defendant was entitled to a new sentencing hearing

assistant: The best answer is B. holding that defendant crossed the line to inducement when he made arrangements to meet the minor
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: Southern Utah Wilderness Alliance v. Bureau of Land Management, 425 F.3d 735 (10th Cir.2005), the court of appeals examined the BLM’s authority to determine R.S. 2477 right-of-way claims, and did so at some length. In that ease, Kane County and Garfield County argued that the BLM’s administrative determinations of several of the Counties’ R.S. 2477 right-of-way claims were invalid because the agency had no formal procedure for making administrative R.S. 2477 determinations and could not exercise primary jurisdiction over such claims: In its 1993 Report to Congress on R.S. 2477, the Department of the Interior states: “No formal process for either asserting or recognizing R.S. 2477 rights-of-way currently is provided in law, regulations, or DOI policy.” DOI 1993 Report to Congress at 25 (<HOLDING>): That circumstance remains. In the absence of Options: A. recognizing an administrative necessity exception to the general rule that state courts are the proper forum for determining whether there is a public highway under rs 2477 and the respective rights of interested parties B. recognizing that there are no formal procedures for determining the validity of rs 2477 claims C. recognizing that 502b1 requires bankruptcy courts to consult state law in determining the validity of most claims D. recognizing the crawford interrogation was more formal but determining the interrogation of hammons wife was formal enough in considering that factor and determining the wifes statements were testimonial E. recognizing that the process of allowance or disallowance includes determining the legal validity of a claim against the debtor

assistant: The best answer is B. recognizing that there are no formal procedures for determining the validity of rs 2477 claims
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 taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Purchase Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any controversy, dispute, or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be referred to exclusively by arbitration, before a single arbitrator, in the City of Commonwealth of Massachusetts, in accordance with the Commercial Rules of Judicial Arbitration and Mediation Services.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be assigned by the Company, but cannot be assigned by Executive. An assignment of this Agreement by the Company shall not relieve the Company of any liability or obligation under this Agreement except any such assignment in connection with or as a result of a Change in Control (including, but not limited to, by operation of law).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: 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 the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages 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 immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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, 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 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: All of the representations and warranties made by the Borrower or Holdings in the Credit Agreement or in any other Loan Document in respect of the Grantors are true and correct in all respects as if such representations and warranties were incorporated herein in their entirety and made by such Grantor.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if any provision of this eula is found to be invalid by any court having competent jurisdiction , the invalidity of such provision will not affect the validity of the remaining provisions of this eula , which will remain in full force and effect .

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: Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: General Counsel, facsimile number (510) 225-2645, e-mail address GeneralCounsel@amyris.com, or such other facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Corporation, or if no such facsimile number, e-mail address or address appears on the books of the Corporation, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

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 Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.3(a) , 4.2 or 5.2 , as applicable.

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 Company and each of its Subsidiaries (a) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or formed, as the case may be and is validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization, (b) is duly qualified and in good standing as a foreign organization and authorized to do business in every other jurisdiction where its ownership or operation of property or the conduct of its business would require it to be qualified, in good standing and authorized, unless the failure to be so qualified, in good standing or authorized would not have or would not reasonably be expected to have a Material Adverse Effect and (c) has all requisite authority to conduct its business in each jurisdiction in which its business is now conducted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers have furnished, or have caused to be furnished, to the Lenders the audited consolidated financial statements of Parent and its Subsidiaries which present fairly in accordance with GAAP the financial position of Parent and its Subsidiaries as at January 30, 2016.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.

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: The Executive acknowledges that he has had at least twenty-one (21) calendar days after the receipt of this waiver and release to consider signing this waiver and release, and that he may voluntarily choose to waive this 21-day period. In addition, the Executive has seven (7) calendar days after signing this Agreement to revoke it, in which case this Agreement shall be null and void. Any such revocation must be in writing and be submitted to Kathleen Waters. The Executive understands that if he signs this Agreement and does not revoke this Agreement within seven (7) calendar days after signing, this waiver and release will become fully effective and enforceable.

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: 944, 565 N.E.2d 215, 218-19 (1990). As the Court already has discussed, none of Cottrell’s diverse co-Defendants in this case have been fraudulently joined to defeat diversity. To the extent there is any question about the citizenship of the Allen Cassens Trust, the Albert Cassens Trust, Albert Cassens, Mark Shashek, Marysville Releasing, Inc., Bankhead Transportation Equipment Company, and Bankhead Enterprises, Inc., for diversity purposes, it would have been apparent to Cottrell upon service of the Younts’ operative complaint that those Defendants were due to be dismissed from the case under the “seller’s exception” to 735 ILCS 5/2-621, at least with respect to the Younts’ products liability claims. See Caterpillar, Inc. v. Usinor Industeel, 393 F.Supp.2d 659, 684-85 (N.D.Ill.2005) (<HOLDING>); Link v. Venture Stores, Inc., 286 Ill.App.3d Options: A. holding that section 2621 does not apply to claims for breach of warranty B. holding that warranty claim accrued at tender where 180 day warranty on computer not a warranty for future performance as it involved a remedy only C. holding that fifra preempts breach of warranty claims based on labeling D. holding that passenger cannot maintain action for breach of implied warranty to provide safe passage E. holding plaintiff had to commence his breach of implied warranty action under the dtpa within two years because tjhis special statute of limitations denies plaintiffs alternative proposal of entitlement to recover for breach of the common law implied warranty

assistant: The best answer is A. holding that section 2621 does not apply to claims for breach of warranty
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: compensation hearings. For example, R.C. 4123.10 provides: “The industrial commission shall not be bound by the usual common law or statutory rules of evidence or by any technical or formal rules of procedure.” Similarly, the Ohio Rules of Evidence statutorily do not apply to unemployment-compensation hearings. In this regard, R.C. 4141.281(C)(2) provides that “[h]earing officers are not bound by common law or statutory rules of evidence or by technical or formal rules of procedure.” Such proceedings are no more or less significant than Dayton Civil Service Board hearings. And the foregoing statutory provisions express the concept recognized by this court in Haley, and others. See, e.g., Day Lay Egg Farm v. Union Cty. Bd. Of Revision (1989), 62 Ohio App.3d 555, 556, 577 N.E.2d 84 (<HOLDING>). Furthermore, in reviewing a decision of an Options: A. recognizing that administrative agencies are not bound by rules of evidence B. recognizing that commission is not bound by statutory or common law rules of evidence C. recognizing that zoning agency bodies are not bound by strict rules of evidence D. recognizing that administrative agencies lack to power to consider or determine constitutional issues E. holding that attorneys are not debt relief agencies

assistant: The best answer is A. recognizing that administrative agencies are not bound by rules of evidence
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: by the prosecution of evidence favorable to an accused violates due process if the evidence is material to guilt or punishment.” Syvertson v. State, 2005 ND 128, ¶ 6, 699 N.W.2d 855 (quoting City of Grand Forks v. Ramstad, 2003 ND 41, ¶ 9, 658 N.W.2d 731). To establish a Brady violation, the defendant must prove: “ ‘(1) the government possessed evidence favorable to the defendant; (2) the defendant did not possess the evidence and could not have obtained it with reasonable diligence; (3) the prosecution suppressed the evidence; and (4) a reasonable probability exists that the outcome of the proceedings would have been different if the evidence had been disclosed.’ ” Syvert-son, at ¶ 6 (quoting State v. Goulet, 1999 ND 80, ¶ 15, 593 N.W.2d tute, 194 F.3d 547, 556 (4th Cir.1999) (<HOLDING>). Furthermore, “[s]uch evidence is material ‘if Options: A. holding that a prior inconsistent statement was admissible and the defendant failed to ask for a limiting instruction that the jury could not use the statement as substantive evidence B. holding witnesss prior consistent statement admissible where defense counsel implied in his opening statement that witness should not be believed because of the favorable consideration he received from the government in his plea bargaining agreement C. holding that a specific instruction was unnecessary because eyewitness was crossexamined and the eyewitness testimony was discussed in defense counsels opening statement D. holding witnesss prior inconsistent statement about whether he was an eyewitness was evidence favorable to the defendant establishing brady violations first requirement E. holding that a witnesss prior inconsistent statement to an officer could be used to impeach her

assistant: The best answer is D. holding witnesss prior inconsistent statement about whether he was an eyewitness was evidence favorable to the defendant establishing brady violations first requirement
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: Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Virginia. Buyer has all requisite corporate power to own, operate and lease its properties and carry on its business as it is now being conducted and as the same will be conducted following the Closing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date and throughout the term of this Agreement, each Party shall procure and maintain, at its sole cost and expense, commercial general liability insurance to cover its indemnification obligation under Section 10.6.1 or 10.6.2 above, as applicable in amounts not less than US$ [* * *] per incident and US$ [* * *] annual aggregate. Such insurance shall be procured with carriers having an A.M. Best Rating of A-VII or better. The minimum amounts of insurance coverage required under this Section 10.6.5 shall not be construed to create a limit on Genocea’s and Isconova’s liability with respect to their respective indemnification obligations under Sections 10.6.1 and 10.6.2 above.

assistant: Insurances