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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: They claim that Counts Four through Ten fail as a matter of law, essentially moving to limit the Amended Complaint to a contract action. The standard for granting a motion to dismiss is well settled. When, as in this case, a plaintiffs complaint fails to state a claim for which there is a plausible entitlement to relief, the Court must dismiss the complaint. See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 1974, 167 L.Ed.2d 929 (2007). While the well-pled factual allegations of a complaint must be accepted as true for purposes of a motion to dismiss, neither conclusory allegations nor legal conclusions disguised as factual allegations need be accepted as such. See id. at 1965; see also Ridge at Red Hawk, L.L.C. v. Schneider, 493 F.3d 1174, 1177 (10th Cir.2007) (<HOLDING>). The burden is on the plaintiff to frame a Options: A. holding that courts must construe the complaint liberally in favor of the plaintiff by giving the plaintiff the benefit of all the inferences that can be reasonably drawn from the pleaded facts B. holding that the mere metaphysical possibility that some plaintiff could prove some set of facts in support of the pleaded claims is insufficient the complaint must give the court reason to believe that this plaintiff has a reasonable likelihood of mustering factual support for these claims C. holding that a complaint will not be dismissed unless it appear beyond doubt that the plaintiff can prove no set of facts in support of his claim D. holding that on a motion for summary judgment the mere existence of a scintilla of evidence in support of the plaintiffs position will be insufficient and there must be evidence on which the jury could reasonably find for the plaintiff E. holding when constitutional claims are premised on the notion that the united states has some contractual obligation to the plaintiff that it has failed to satisfy the claims are contractually based and must be heard in the court of federal claims

assistant: The best answer is B. holding that the mere metaphysical possibility that some plaintiff could prove some set of facts in support of the pleaded claims is insufficient the complaint must give the court reason to believe that this plaintiff has a reasonable likelihood of mustering factual support for these 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 case excerpt and choose the best holding from the options. Case excerpt: to demand class arbitration even when it was prohibited by their arbitration agreements. The Court held that this violated the central tenant of its arbitration precedent: to “ensur[e] that private arbitration agreements are enforced according to their terns.” We do not need to decide whether the arbitration agreement in this appeal prohibits statewide injunctive relief. The interpretation of an arbitration agreement is a question for arbitration. For example, in Ferguson v. Corinthian Colleges, the Ninth Circuit concluded that the question whether public injunctive relief could be granted in a student loan controversy was initially a question for the arbitrator. It was error for the superior court to decide that the arbitrator could order statewide injun 1251, 1254 (Alaska 2003) (<HOLDING>), 5 . See, e.g., La. Stadium & Exposition Dist. Options: A. holding that failure to raise issue in brief constitutes waiver of appeal of the issue B. holding that the validity of a collateral waiver is a threshold issue C. holding that partys failure to develop issue in argument section constitutes waiver of issue D. holding without elaborating that waiver is an issue of fact E. holding that the waiver in two previous contracts was insufficient to support waiver of the contract at issue in that appeal

assistant: The best answer is D. holding without elaborating that waiver is an issue of fact
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 Transaction Document to which Originator is a party constitute the legal, valid and binding obligations of Originator enforceable against Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought 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: 2020 and leaves his reversionary interest to a third party. Similarly, Neera would have an interest in a replacement home or annuity payment until 2030. We conclude, therefore, that partition does not give Appellees a “greater estate” than they already have. Rakesh Did Not Waive Right to Partition ¶ 20 Appellants also contend that partition is not permitted because the terms of the QPRTs do not expressly provide for partition and by entering into the QPRTs, the parties waived any right to partition. However, nothing in the QPRTs expressly precludes partition, and the voluntary or involuntary sale of the residence is permitted. ¶ 21 Generally, a waiver of the right to partition occurs if a partition would violate the parties’ agreement. See Cohen, 215 Ariz. at 65-66, 157 P.3d at 485-86 (<HOLDING>). The QPRTs, however, do not implicitly or Options: A. holding right to testify was federal constitutional right B. holding that the district court had no right to apply the statute of limitations sua sponte because it had been waived C. holding that the evidence supported the conclusion that husbands entry into estranged wifes home was unauthorized where husband had moved out wife had changed locks and husband entered house through window after removing screen D. holding that the defendant waived the right to appeal his sentence including the terms and conditions of his supervised release when he agreed to a plea agreement that said he expressly waives his right to appeal the conviction and sentence imposed on any ground emphasis added E. holding wifes right to partition waived because she previously agreed husband alone had right to live in or sell house as he chose

assistant: The best answer is E. holding wifes right to partition waived because she previously agreed husband alone had right to live in or sell house as he chose
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 will promptly inform the Companies of any Creations he conceives or develops during the Term. The Executive shall (whether during his employment or after the termination of his employment) execute such written instruments and do other such acts as may be necessary in the opinion of the Companies or its counsel to secure the Companies’ rights in the Creations, including obtaining a patent, registering a copyright, or otherwise (and the Executive hereby irrevocably appoints PSI and any of its officers as his attorney in fact to undertake such acts in his name). The Executive’s obligation to execute written instruments and otherwise assist the Companies in securing their rights in the Creations will continue after the termination of his employment for any reason, the Company shall reimburse the Executive for any out-of-pocket expenses (but not attorneys’ fees) he incurs in connection with his compliance with this Section 8(c).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement, as such address may be changed by written notice to the Mortgagee and Borrower. All communications and notices hereunder to Mortgagor shall be given to it in care of Borrower, with such notice to be given as provided in Section 10.01 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the costs with respect to individuals not so covered will not be borne by the program.” 42 C.F.R. § 413.9(b)(1). 2. Plaintiffs say that because they cannot collect outstanding debts from QMBs and are therefore compelled to accept the partial reimbursement for Medicare bad debt associated with QMBs, they necessarily recover only a fraction of the money owed to them under the statute. Further, because these lost moneys must be made up from other sources, the costs incurred with respect to QMBs are necessarily borne by patients not covered by the Medicare program. Plaintiffs thus argue that the apparent conflict between §§ 1395x(v)(1)(T) and 1395x(v)(1)(A) makes the statute ambiguous. See Comm’r of Internal Revenue v. Tufts, 461 U.S. 300, 315, 103 S.Ct. 1826, 75 L.Ed.2d 863 (1983) (<HOLDING>). 3. Subsections 1395x(v)(l)(T) and Options: A. recognizing the conflict B. holding that the apparent conflict between two subsections of the tax code renders the facial meaning of the statute ambiguous C. holding that the court must consider the adequacy of the inquiry into the conflict the extent of the conflict and the timeliness of the motion D. holding that the conflict must be so significant it renders verdict unreliable E. recognizing that where the statutory language is not ambiguous the plain and ordinary meaning of the statute must be given effect

assistant: The best answer is B. holding that the apparent conflict between two subsections of the tax code renders the facial meaning of the statute ambiguous
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: which arise as a result of the wrongful act which caused the death. As noted by our Supreme Court, the "purpose of the Wrongful Death Statute is not to compensate for the injury to the decedent but rather to create a cause of action to provide a means by which the decedent's survivors may be compensated for the loss sustained by reason of the death." Reeder [v. Harper], 788 N.E.2d (1236, 1242 (Ind.2003) ]. A second important distinction between the two types of claims is when they come into being. A negligence claim arises as soon as the negligent act occurs. A claim for wrongful death, although the negligent act may have ultimately triggered the death, does not exist until the exact moment that the individual dies. See Holmes v. ACandS Inc., 709 N.E.2d 36, 39 (Ind.Ct.App.1999) (<HOLDING>), affirmed on reh'g, 711 N.E.2d 1289, trans. Options: A. holding that a failure to include a beneficiary in a wrongful death action is a defect because the wrongful death act restricts plaintiffs to a single action B. recognizing cause of action for wrongful discharge C. recognizing cause of action for wrongful death D. holding that the wrongful death cause of action acerues when the injured person dies E. holding that a cause of action for wrongful death is an asset of an estate

assistant: The best answer is D. holding that the wrongful death cause of action acerues when the injured person dies
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: Agent may at any time resign as Administrative Agent upon thirty (30) days’ notice to the Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with Borrower’s consent so long as no Default or Event of Default exists (which consent shall not be unreasonably withheld, conditioned or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment prior to the effective date of the resignation of Agent gives (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( f ) a statement by you , made under penalty of perjury , that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner 's behalf .

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: Such That Plaintiffs Action is Not Barred The amendments which the Kentucky legislature made to the blue sky statute on June 21, 2001, do not alter the conclusion that plaintiffs claims are barred by the statute of limitations found in the blue sky statute. The plaintiff argues that, even if the three year statute of limitations found in Kentucky’s blue sky statute is applicable to the present action, the June 21, 2001, amendments to the blue sky law extend the statute of limitations so that this action was not untimely filed. In the June 21, 2001, amendments, the legislature changed the timing of when an action under the blue sky statute accrues from the date of the contract of sale to a discovery rule. Cf Cali-Ken Petroleum Co. v. Miller, 815 F.Supp. 216, 219 (W.D.Ky.1993) (<HOLDING>). The new discovery rule provides that “[n]o Options: A. holding that the time of accrual under the thenexisting version of kentuckys blue sky statute was the date of sale because the legislature had intentionally omitted a discovery rule B. holding that discovery accrual rule applies to causes of action under michigan law for fraud C. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law D. holding that the cause of action accrued on the date of sale E. holding that the date of sale for an installment contract was the date of contract formation not the date of the last payment due

assistant: The best answer is A. holding that the time of accrual under the thenexisting version of kentuckys blue sky statute was the date of sale because the legislature had intentionally omitted a discovery rule
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 and other communications provided for hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, and all notices and other communications expressly permitted hereunder to be given by telephone or electronic mail shall be made to the applicable telephone number or electronic mail address, as the case may be, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to the Administrative Agent, at its address specified in Section 10.02 of the Credit Agreement or, in each case, to such other address, telecopier number, electronic mail address or telephone number as shall be designated by such party in a notice to other parties, as provided in Section 10.02(d) of the Credit Agreement. All such notices and other communications shall be deemed to be given, made or effective at such time as shall be set forth in Section 10.02 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that “evidence showing a murder ‘to have been deliberate, premeditated and wilful could be so clear and uncontroverted that a trial court could properly refuse to instruct on the lesser included offenses.’ ” Buchanan v. Commonwealth, 238 Va. 389, 409, 384 S.E.2d 757, 769 (1989), cert, denied, 493 U.S. 1063 (1990) (quoting Painter v. Commonwealth, 210 Va. 360, 366, 171 S.E.2d 166, 171 (1969)). The evidence in the present case does not support the defendant’s proffered instructions. An instruction on first degree murder was not warranted because the video tape clearly established that Burnett was shot in the chest during the commission of armed robbery at the convenience store. See Bennett v. Commonwealth, 236 Va. 448, 470, 374 S.E.2d 303, 317 (1988), cert, denied, 490 U.S. 1028 (1989) (<HOLDING>). Thus, the sole issue was whether the Options: A. holding that indictment for murder in the first degree charges murder by whatever means it may have been committed regardless of the theory of murder presented to the grand jury B. holding first degree murder instruction not warranted because defendant adduced no evidence that victim was not murdered during commission of robbery C. holding that a conviction of first degree felony murder based on the predicate felony of robbery does not establish the pecuniary gain aggravator set forth in 13703f5 with respect to the murder D. holding that the crime of attempted first degree felony murder does not exist E. holding that a robbery defendant was not entitled to a compulsion instruction in the absence of a claim that he or the victim was the target of a specific threat forcing the defendant to participate in the robbery

assistant: The best answer is B. holding first degree murder instruction not warranted because defendant adduced no evidence that victim was not murdered during commission of robbery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of those final results.”); Shinyei Corp. of Am. v. United States, 355 F.3d 1297, 1304 (Fed.Cir.2004) (finding that the issuance of “clean up” liquidation instructions was not a decision specified in 19 U.S.C. § 1516a; therefore, jurisdiction was not available under 28 U.S.C. § 1581(c)). These cases make clear that parties are not required to challenge substantive determinations un der § 1581(c), with which they agree, in order to preserve a challenge to instructions governing the liquidation of goods. Instead, parties are to file § 1581(i) suits to challenge liquidation instructions, particularly where they do not reflect Commerce’s underlying 19 U.S.C. § 1516a determination. Accord Canadian Wheat Bd. v. United States, Slip Op. 07-61, 2007 WL 1219687, at *5-*8 (CIT Apr. 24, 2007) (<HOLDING>). The general rule appears to be that Options: A. holding that under the fsia personal jurisdiction depends upon the district court finding subject matter jurisdiction under 28 usc 1330a and proper service under 28 usc 1608 B. holding that plaintiffs claim properly belonged only in the court of federal claims under 28 usc 1491 C. holding that plaintiffs who prevailed before a nafta binational panel rather than this court could nevertheless challenge the terms of the resulting notice of revocation under 28 usc 1581i4 D. holding that jurisdiction to hear appeal from resolution of a rule 35 motion arises under 18 usc 3742 rather than 28 usc 1291 E. holding that the plain language of 42 usc 4654c precludes the court from including in its award to the plaintiffs any reimbursement for expenses incurred by the plaintiffs before they decided to file suit in the court of claims under 28 usc 1491

assistant: The best answer is C. holding that plaintiffs who prevailed before a nafta binational panel rather than this court could nevertheless challenge the terms of the resulting notice of revocation under 28 usc 1581i4
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: Use, 18 A.L.R.3d 497, 531-32. B. 1. There are several mutually exclusive means of measuring damages for loss of use. They are: “(1) the rental value or the amount that could have been realized by renting out the property; (2) the reasonable cost of renting a substitute; or (3) the ordinary profits that could have been made from the use of the property.” Damages in Tort, supra at § 37.13[1], 73-74; see also Remedies, supra § 124, at 387-90. United did not rent a substitute. Therefore, option number two is inapplicable. The third option is usually only used to determine loss of use damages when a rental substitute is not available or when the kind of property damaged is not the type that is normally rented. Southern Crate & Veneer Co. v. McDowell, 163 Ga.App. 153, 293 S.E.2d 541 (1982) (<HOLDING>); Peterson v. Bochar, 193 Kan. 161, 392 P.2d Options: A. holding that an unestablished business may recover lost prospective profits B. holding that the plaintiffs attempted to recover lost profits which under the facts of the case were consequential damages C. holding that plaintiff whose truck was demolished in an accident could not recover lost profits unless he could show that he could not obtain a suitable substitute vehicle D. holding that a business owners testimony was insufficient to establish lost profits where he was not able to specify which contracts they lost how many they lost how much profit they would have had from the contracts or who would have awarded them contracts and explaining that the plaintiffs could have supported their lost profits with testimony that they had lost out on specific contracts but failed to do so E. holding that in an action to recover damages to a pulpwooder truck where there was testimony that pulpwood machinery could not be rented the jury was properly instructed as to lost profits

assistant: The best answer is E. holding that in an action to recover damages to a pulpwooder truck where there was testimony that pulpwood machinery could not be rented the jury was properly instructed as to lost profits
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 pay the fees to the Agent in amounts and at times provided in the letter agreement dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Agent’s Fee Letter”) between the Agent and the Company. The Company shall also pay the fees agreed to in the letter agreement dated as of November 18, 2016 between the Company and the Syndication Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Syndication Agent Fee Letter”, and together with the Agent’s Fee Letter, the “Fee Letters”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party and each Subsidiary thereof owns, or has the right to use, all of the material patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights, trade secrets, software and rights with respect to the foregoing necessary for the conduct of its business without any known conflict with the rights of others. Schedule 5.17 hereto sets forth all patents, trademarks, registered copyrights, service marks, and material license agreements owned by each Loan Party or Subsidiary or to which a Loan Party or Subsidiary is a party as of the Amendment and Restatement Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: doctor who performs abortions. Furthermore, Zhang has not provided evidence to establish a claim for asylum based on past persecution or a well-founded fear of persecution on account of the letter she wrote to criticize a government official’s misconduct. The circumstances she described are analogous to situations that have been found by the Courts of Appeals to amount to mere harassment and to fall short of economic persecution. See Guan Shan Liao v. U.S. Dep’t of Justice, 293 F.3d 61, 70 (2d Cir.2002) (finding that an applicant who incurred excessive fines, was threatened with detention, was forced to leave his village, and was deprived of government services and his home did not establish past persecution); Barreto-Claro v. U.S. Attorney General, 275 F.3d 1334, 1340 (11th Cir.2001) (<HOLDING>); Nelson v. INS, 232 F.3d 258, 264 (1st Options: A. holding in age discrimination case that plaintiffs dismissal did not give rise to an inference of discrimination when job was subsequently offered to an older individual B. holding that a company policy which forced an employee to choose between losing his job for the exercise of his rights under erisaprotected benefits or keeping his job and forcing him to give up his benefits would be essentially unfair or a quintessential hobsons choice C. holding that a prima facie case for discrimination requires the plaintiff to show that 1 he belongs to the protected age group 2 his job performance was satisfactory 3 adverse employment action was taken against him in 4 circumstances giving rise to an inference of discrimination D. holding no connection between nonresident defendants alleged age discrimination against job applicant and its solicitation activities in florida as was required to exercise specific jurisdiction E. holding that an applicant who suffered employment discrimination lost his job as a taxi driver and was forced to take menial work failed to show persecution

assistant: The best answer is E. holding that an applicant who suffered employment discrimination lost his job as a taxi driver and was forced to take menial work failed to show persecution
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: recognize that the WPA’s exclusive remedy does not directly control the result here, given that Plaintiff does not directly allege a WPA violation. That is, Plaintiff alleges that she was discharged in retaliation for reporting violations of law to her superiors, and such reporting does not fall ■within the ambit of the WPA. See Mich. Comp. Laws § 15.362 (prohibiting discharge for reporting violations of law to a “public body”). Nevertheless, her argument that a common law cause of action lies rests on the reasoning in Watassek, which in turn premised a pre-1981 common law cause of action on the subsequent passage of the WPA, rather than on case law. Watassek is neither controlling nor persuasive. We find more persuasive Covell v. Spengler, 141 Mich.App. 76, 366 N.W.2d 76, 79-80 (1985) (<HOLDING>), as well as Shuttleworth v. Riverside Options: A. holding that no commonlaw cause of action for a discharge in retaliation for reporting violations existed before passage of the wpa which thereafter became the exclusive remedy for an employee whose employment is terminated in retaliation for reporting an employers violation of the law B. holding that a union employee protected by a collective bargaining agreement was in no different position than an atwill employee and could similarly maintain an action for wrongful discharge for reporting workplace safety violations C. recognizing the difference between statutory cause of action for retaliation and common law tort of retaliatory discharge D. recognizing that indiana courts do not extend the wrongful discharge exception to the employmentatwill doctrine to employees whose employment is terminated for whistleblowing or reporting their employers misdeeds E. holding employee has cause of action for retaliatory discharge in contravention of public policy where employee was fired for reporting fellow employees alleged criminal activities to local law enforcement

assistant: The best answer is A. holding that no commonlaw cause of action for a discharge in retaliation for reporting violations existed before passage of the wpa which thereafter became the exclusive remedy for an employee whose employment is terminated in retaliation for reporting an employers violation of the law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date . ; provided that to the extent that each of the Acquisition Facilities and the Permitted Senior Unsecured Notes (or High Yield Bridge Facility) have been drawn or issued, as applicable, in an aggregate principal amount of at least $2,275,000,000 on or prior to the First Amendment Effective Date, the conditions precedent set forth in this Section 5.2(b) shall not apply to any extension of credit under the Revolving Facility for the sole purpose of financing the Transactions and the Transaction Costs.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereunder and thereunder and supersedes all prior arrangements or understandings, with respect thereto, written and oral.

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: business. Insisting that promissory estoppel is essentially an equitable doctrine, Aliquippa Forge maintains that the appropriate limitations period is six years under 42 Pa.C.S. § 5527. This residual provision states that “[a]ny civil action or proceeding which is neither subject to another limitation specified in this sub-chapter nor excluded from the application of a period of limitation by section 5531 (relating to no limitation) must be commenced within six years.” § 5527. Although we concede that promissory estoppel has its roots in equity (see generally Fried v. Fisher, 328 Pa. 497, 501, 196 A. 39, 41 (1938)), we conclude that promissory estoppel falls under the umbrella of contract law. See Weber v. Bell Telephone Co. of Pa., 415 Pa. 292, 294, 203 A.2d 554, 555 (1964)(<HOLDING>). As explained above, promissory estoppel Options: A. recognizing that whether a duty exists is a question of law for the courts B. holding that the plaintiff failed to allege breach of a valid and enforceable contract but stated a claim for promissory estoppel C. holding that promissory estoppel is applicable only in the absence of an enforceable contract D. holding failure to pay a debt due under a promissory note is a breach of contract claim under florida law E. holding that the issue of whether a contract exists under promissory estoppel is grounded in contract law

assistant: The best answer is E. holding that the issue of whether a contract exists under promissory estoppel is grounded in contract law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: i/we ( * ) hereby give notice that i/we ( * ) cancel my/our ( * ) contract of sale of the following goods ( * ) / for the provision of the following service ( * ) :

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller acknowledges that Buyer’s assignee may be an entity that is an affiliate of a Real Estate Investment Trust (“ REIT ”) and that, as such, it may be subject to certain filing and reporting requirements in accordance with federal laws and regulations, including but not limited to, regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of the Agreement or the provisions of any other existing agreement between the parties hereto to the contrary, (including the terms of Section 26 of the Agreement), Buyer may publicly file, disclose, report or publish any and all information related to this transaction that may be reasonably interpreted as being required by federal law or regulation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 3.1 7 sets forth a true and complete list and brief description of all policies of, and binders evidencing insurance owned or maintained by a Seller Party related to the Acquired Assets or the Business, or, in the case of the Owned Real Property, an Affiliate, as applicable. Such policies are in full force and effect, and no Seller Party or Affiliate, as applicable, is in default thereunder. No notice of cancellation or termination or non-renewal has been received with respect to any such policy. No Seller Party has been refused any insurance related to the Business, nor, to the Knowledge of Seller Parties, has coverage been limited by any insurance carrier to which a Seller Party has applied for insurance or with which a Seller Party has carried insurance.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: went through it together.” Liebsch, his attorney, the prosecutor, and the court all agreed that Liebsch was entering an Alford plea. 2 . State v. Goulette ‘‘emphasize[d]” that it is "absolutely crucial” that an Alford-type plea not be "cavalierly accepted,” and that "the factual basis requirement would appear to be essential.” -258 N.W.2d at 761. ■ 3 . Rule 410 also excludes evidence of pleas of nolo contendré. The reference is to nolo pleas from other jurisdictions, as Minnesota does not allow nolo pleas. See Minn. R.Crim. P. 1401; Minn, R. Evid. 410 comm. cmt.— 1977. Unlike a nolo plea, Alford pleas are accepted only after inquiry into actual guilt, so they should be accepted as standard guilty pleas for purposes of Rule 410. See Dixon v. State, 240 Ga.App. 644, 524 S.E.2d 734 (1999) (<HOLDING>); United States v. In, No. 2:09CR00070 DS, 2010 Options: A. holding alford plea admissible in prosecution for felon in possession of firearm B. holding that possession of burglary tools is an offense separate from burglary C. holding that iowa burglary is not categorical burglary as the elements of iowa burglary law are broader than those of generic burglary D. holding alford plea admissible in burglary prosecution E. holding inconsistent out of court statements otherwise admissible not admissible against government in criminal prosecution

assistant: The best answer is D. holding alford plea admissible in burglary prosecution
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 executed in any number of counterparts, including without limitation via .pdf, facsimile or other electronic means, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement shall become effective at such time as counterparts thereof have been executed by each of the parties and it shall not be a condition to its effectiveness that each of the parties has executed the same counterpart.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Second Amendment to Fifth Amendment and Waiver may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Waiver. Delivery of an executed counterpart of this Second Amendment to Fifth Amendment and Waiver by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Second Amendment to Fifth Amendment and Waiver. Any party delivering an executed counterpart of this Second Amendment to Fifth Amendment and Waiver by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Second Amendment to Fifth Amendment and Waiver, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment to Fifth Amendment and Waiver.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of operability at issue here were not created with any specific case in mind. These operability certificates are intended to document the regular business function of maintaining a particular breathalyzer machine. As such, these documents are properly admissible as a business record under N.J.R.E. 803(c)(6). Other jurisdictions that have considered this issue have come to a similar conclusion. Our appellate colleagues in New York succinctly expressed the underlying rationale supporting the application of the business record exemption: The certificates were prepared in the course of the certifier’s routine official duties and “systematically” produced “in the conduct of ... business” ... to fulfill an official mandate that the machines be maintained in working order. A .Ct.App.2006) (<HOLDING>); Commonwealth v. Walther, 189 S.W.3d 570, 575 Options: A. holding that certifications of a breathtest machine are nontestimonial because they are not prepared for any specific defendant or any specific litigation B. holding that warrants of deportation were properly characterized as nontestimonial official records that were prepared independent of this litigation and were not prepared to prove facts for use in future criminal prosecutions C. holding that certified records of maintenance are nontestimonial and are not prepared for any particular defendant D. holding that the certifications of accuracy of the breathalyzer machine are nontestimonial business records free from confrontation clause scrutiny E. holding that not all of claims file was prepared in anticipation of litigation and noting that the majority of cases that have dealt with the issue of whether investigative materials prepared by insurance claims adjusters is workproduct prepared in anticipation of litigation have held that since insurance companies have a routine duty to investigate accidents such materials are not prepared in anticipation of litigation

assistant: The best answer is A. holding that certifications of a breathtest machine are nontestimonial because they are not prepared for any specific defendant or any specific litigation
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 may assign this Agreement to any successor to all or substantially all of its assets, and in that case, a transfer of Executive’s employment to the successor assuming this Agreement will not constitute a termination without Cause by the Company, whether or not Executive accepts such transfer. Executive’s obligations under this Agreement are personal in nature and may not be assigned by Executive to another person.

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 AMENDMENT, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.

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: Debtor waives demand, notice, protest, notice of acceptance of this Agreement or other action taken in reliance hereon and all other demands and notices of any description. Secured Party may exercise its rights with respect to the Collateral without resorting or regard to other collateral or sources of reimbursement for liability. Secured Party shall not be deemed to have waived any of its rights upon or under the Secured Obligations or the Collateral unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. All rights and remedies of Secured Party on the Secured Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised separately or concurrently.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any Person participating in the offering contemplated by the Prospectus Supplement that is not an Affiliate or its agents or counsel with any information that the Company believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that any Person participating in the offering contemplated by the Prospectus Supplement that is not an Affiliate will rely solely on the foregoing representation in effecting transactions in securities of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Reference is hereby made to the Securities Purchase Agreements and the Notes for a statement of the terms thereof. All terms used in this Guaranty, which are defined in the Securities Purchase Agreements or the Notes and not otherwise defined herein, shall have the same meanings herein as set forth therein.

assistant: Definitions
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: (1966)[,] and its progeny.” Zektaw v. Commonwealth, 278 Va. 127, 135, 677 S.E.2d 49, 53 (2009). “[T]he United States Supreme Court [has] established that ‘[i]f the individual states ... he wants an attorney, the interrogation must cease until an attorney is present,’ ” Commonwealth v. Ferguson, 278 Va. 118, 123, 677 S.E.2d 45, 48 (2009) (quoting Miranda, 384 U.S. at 474, 86 S.Ct. at 1628), or until “the suspect reinitiates the interrogation,” Commonwealth v. Hilliard, 270 Va. 42, 49, 613 S.E.2d 579, 584 (2005) (citing Davis v. United States, 512 U.S. 452, 458, 114 S.Ct. 2350, 2355, 129 L.Ed.2d 362 (1994); Edwards v. Arizona, 451 U.S. 477, 484-85, 101 S.Ct. 1880, 1884, 68 L.Ed.2d 378 (1981)). See generally Michigan v. Mosley, 423 U.S. 96, 104, 96 S.Ct. 321, 326, 46 L.Ed.2d 313 (1975) (<HOLDING>). Determining whether a suspect actually Options: A. holding police should scrupulously honor a request for counsel emphasis added B. holding that a suspect must unambiguously request counsel C. holding that in determining whether there exists a valid waiver of the right to counsel in the criminal setting the court may consider a defendants lack of good faith in working with appointed counsel including an unreasonable refusal to cooperate with counsel or an unreasonable request for substitution of appointed counsel and the timeliness of defendants request for new counsel particularly when a defendant makes an untimely request for new counsel under circumstances which are likely to result in a continuance D. holding that a suspects request for counsel to advise him on whether he should consent to a police search pursuant to the indiana constitution did not invoke his miranda right to counsel during a subsequent custodial interrogation E. holding that a request for counsel made to foreign authorities is insufficient to trigger edwards rule even if army cid agents were aware of specialist colemans prior request for counsel made to german police

assistant: The best answer is A. holding police should scrupulously honor a request for counsel emphasis added