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: Other than the Case, no litigation, investigation or proceeding of or before any arbitrator or governmental authority (not stayed by reason of the Case) is pending or, to the knowledge of the Borrower and each of the Guarantors, threatened by or against the Borrower and each of the Guarantors or against any of their respective properties or revenues (a) with respect to any of the RELY DIP Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Change.

assistant: Litigations
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: Marlboro color and images remained. Szymanczyk WD, 131:1-132:10. Following the 2001 season, Philip Morris switched from its CART Marlboro brand sponsorship to its current Indy Racing League Marlboro sponsorship. Szymanc-zyk TT, 4/11/05,18380:22-18381:1. 4068. Several courts have held that RJR violated the MSA. See, e.g., People ex rel. Lockyer v. R. J. Reynolds Tobacco Co., 116 Cal.App.4th 1258, 11 Cal.Rptr.8d 317, 323, 327-28 (2004) (discussed supra; finding that RJR did not change its youth magazine placement policies from the 1998 signing of the MSA until the day that it was sued in March 2001, and that RJR’s 2001 changes had insignificant effects on youth exposure to its advertising campaigns); State ex rel. Goddard v. R.J. Reynolds Tobacco Co., 206 Ariz. 117, 75 P.3d 1075 (2003) (<HOLDING>); People ex rel. Lockyer v. R.J. Reynolds Options: A. holding that the federal cigarette labeling and advertising act did not preempt plaintiffs state law claims B. holding that rjr violated the msa by placing cigarette advertisements at auto racetrack yearround C. holding claimant was simply not engaged in a transaction oriented to the use of the covered auto at the time of the accident D. holding that the federal cigarette labeling and advertising act did not preempt state law damages actions E. holding that the labeling act did not preempt design defect claim against cigarette manufacturer

assistant: The best answer is B. holding that rjr violated the msa by placing cigarette advertisements at auto racetrack yearround
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 the obligations undertaken by the Executive pursuant to Section 6 and Section 7 of this Agreement are unique and that the Company likely will have no adequate remedy at law if the Executive shall fail to perform any of such Executive’s obligations hereunder, and the Executive therefore confirms that the Company’s right to specific performance of the terms of Section 6 and Section 7 of this Agreement is essential to protect the rights and interests of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, covenants, agreements, and other provisions of Section 6 and Section 7 of this Agreement specifically performed by the Executive, and the Company shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by the Executive. The Executive hereby acknowledges and warrants that he will be fully able to earn a livelihood for himself and his dependents if these covenants are specifically enforced against him. The Executive hereby further acknowledges and agrees that the Company shall not be required to post bond as a condition to obtaining or exercising such remedies, and the Executive hereby waives any such requirement or condition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to Sections 7(d), (e), (f) or (h) (other than the Accrued Obligations), Employee shall have executed, on or prior to the Release Expiration Date, a Release, which Release and any waiting periods contained in such Release shall have expired. In the event that Employee fails to execute a Release in favor of the Company and its subsidiaries and affiliates and their respective related parties on or prior to the Release Expiration Date, Employee shall not be entitled to any payments or benefits pursuant to Sections 7(d), (e), (f) or (h) (other than the Accrued Obligations).

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: Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure.

assistant: Yes
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: for clarification purposes only , this notice does not limit or inhibit the use of the software provided under these terms for normal business uses that are personal to that business which do not include ( i ) redistribution of the software to third parties , or ( ii ) creation of material with the video standards compliant technologies for distribution to third parties .

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: v. Charles, 213 F.3d 10, 24 (1st Cir.2000); United States v. Martinez, 144 F.3d 189, 190 (1st Cir.1998). In this Circuit, the types of evidence relied upon by district courts to determine that a particular substance is crack cocaine under the Guidelines include: (1) a chemist’s testimony that the substance was cocaine base, combined with an investigator’s testimony that the substance was crack, and the defendant’s own admission that he sold “rock,” see Robinson, 144 F.3d at 109; (2) a chemist’s testimony that the substance was cocaine base and that sodium bicarbonate (usually used in processing crack cocaine) was present, together with the testimony of three different law enforcement agents that the substance was crack, see Richardson, 225 F.3d at 50. Accord Martinez, 144 F.3d at 190 (<HOLDING>) id.; see also Charles, 213 F.3d at 24-25 Options: A. holding that the evidence was sufficient to support a conviction under 856 where premises contained two white envelopes containing thirtytwo packs of crack cocaine equipment required for the manufacture and packaging of crack cocaine fortyone white envelopes containing particles of crack cocaine and crack cocaine stored in a laundry bag in the bathroom B. holding that the term cocaine base in 21 usc 841b1 refers to cocaine in its chemically basic form which includes but is not limited to crack cocaine C. holding that district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack D. holding that sentencing disparity between crack and powder cocaine is constitutional E. holding distinction between penalties for crimes involving crack cocaine and powder cocaine lacked rational basis and thus violated equal protection clause of state constitution

assistant: The best answer is C. holding that district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack
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 Governors, exercising its power pursuant to article IX, section 7, of the Florida Constitution, and, therefore, are not subject to challenge under the Florida Administrative Procedure Act. We agree. Article IX, section 7(d), states that the Board of Governors “shall operate, regulate, control, and be fully responsible for the management of the whole university system.” Appellees argue that such a broad grant of authority clearly includes control over admissions policies which are essential to the management and operation of the university system. We conclude that such a construction is consistent with the provision’s explicit language and the intent of the framers and voters. See Caribbean Conservation Corp. v. Fla. Fish & Wildlife Conservation Comm’n, 838 So.2d 492, 501 (Fla.2003) (<HOLDING>). Appellees argue, further, that, with the Options: A. holding that interpretation of a constitutional provision begins with examination of the provisions explicit language and that a court must endeavor to construe the provision in a manner consistent with the intent of the framers and voters B. holding that a provision of the constitution is to be construed in the sense in which it was understood by the framers and the people at the time of its adoption but that if new products or circumstances that did not exist at the time the constitutional provision was enacted fall within the meaning of the provision the constitutional provision applies to them C. holding that defendants testimony that he did not see a provision in the agreement because the plaintiffcounterparty failed to direct him to the provision was insufficient as a matter of law to establish fraud and defendant was therefore bound to the terms of the provision D. holding that the interpretation of statutory language should be consistent with the legislatures purpose and intent E. holding that a reviewing court must defer to an agencys interpretation of an operable statute as long as that interpretation is consistent with legislative intent and is supported by substantial competent evidence

assistant: The best answer is A. holding that interpretation of a constitutional provision begins with examination of the provisions explicit language and that a court must endeavor to construe the provision in a manner consistent with the intent of the framers and voters
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 Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. 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 set forth on the signature pages attached hereto prior to 12:00 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 set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 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: No waivers of any breach of this Agreement extended by Buyer to the Shareholder shall be construed as a waiver of any rights or remedies of Buyer with respect to any other shareholder of the Company who has executed an agreement substantially in the form of this Agreement with respect to Shares beneficially owned by such shareholder or with respect to any subsequent breach of the Shareholder or any other such shareholder of the Company. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

assistant: No 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 case excerpt and choose the best holding from the options. Case excerpt: insufficient to constitute “some ev 343, 345 (1992) (defendant’s ability to be “properly oriented regarding his location” and “fully aware of the facts and circumstances occurring around him” was inconsistent with the intoxication defense); State v. Netter, 79 So.3d 478, 483 (La.Ct.App.2011) (testimony that the defendant “was not stumbling or staggering” was inconsistent with the intoxication defense); State v. Williamson, 668 S.W.2d 597, 600 (Mo.Ct.App.1984) (defendant’s ability to s ndana over his face and wrap a shirt around the weapon that he used to stab Eggleston demonstrates a significant amount of design in planning the crime, which is inconsistent with the assertion that he was unable to form any specific intent that night. See Terry v. State, 465 N.E.2d 1085, 1088 (Ind.1984) (<HOLDING>); see also Shell, 307 Md. at 62, 512 A.2d at Options: A. holding that the defendants ability to give directions and make decisions on a course of action for himself was inconsistent with the intoxication defense B. holding that defense counsels failure to present voluntary intoxication as a defense in a capitalmurder prosecution was not beyond the range of reasonable professional judgment and thus did not amount to ineffective assistance in view of inconsistency of intoxication defense with deliberateness of the defendants actions during the shootings C. holding that under florida precedent trial court erred in excluding expert testimony on intoxication as voluntary intoxication was a valid defense to a specific intent crime and expert testimony is relevant to a disputed voluntary intoxication defense D. holding such intoxication to be voluntary E. holding that a defendants insanity due to voluntary intoxication is not a defense

assistant: The best answer is A. holding that the defendants ability to give directions and make decisions on a course of action for himself was inconsistent with the intoxication defense
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: determining whether the state court magistrate, who did not know about the information the Cl provided to Dunn on October 16, 1997, properly found that probable cause existed for the warrant to issue. This 'Court has long held that only the information presented under oath and affirmation to the judicial officer who issued the warrant may factor into the calculus of whether probable cause existed for the warrant to issue. See e.g., Tabasko v. Barton, 472 F.2d 871, 874-75 (6th Cir. 1972) (refusing to consider proof to support probable cause where statement at issue was not in affidavit and state court record failed to show that affiant made the statement under oath in state court before the issuing magistrate); see also United States v. Harris, 255 F.3d 288, 292-93 & n. 1 (6th Cir.2001) (<HOLDING>). There is no indication that the state magis Options: A. holding informants testimony corroborated by evidence consisting of defendants presence at scene coupled with cash found in his pocket carrying serial numbers matching those provided to informant for controlled buy and videotape of transaction included conversation of defendant regarding prior drug sale B. holding that there was probable cause for the issuance of a search warrant where the officers corroboration of events that occurred during the controlled buy as set forth in the affidavit provide sufficient probable cause C. holding that affidavit officer submitted to state court judge coupled with officers sworn testimony before that judge regarding informants controlled drug purchases at defendants residence sufficed to establish probable cause D. holding that a controlled buy at a particular home provided probable cause for the search of that residence E. holding that a known informants statement can support probable cause even though the affidavit fails to provide any additional basis for the known informants credibility

assistant: The best answer is C. holding that affidavit officer submitted to state court judge coupled with officers sworn testimony before that judge regarding informants controlled drug purchases at defendants residence sufficed to establish probable cause
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: “not situated similarly to his co-defendants” because “[h]e was the only defendant charged with the special circumstance of a previous murder, and he was the only one who physically participated in both California homicides.” Beardslee v. Woodford, 358 F.3d 560, 579-80 (9th Cir.2004). This case is distinguishable because, here, the prosecution specifically acknowledged that Morris, Eckstrom, and Barrett were equally guilty of Van Zandt’s murder; unlike the defendant in Beardslee, Morris is situated similarly with respect to his guilt in Van Zandt’s death. There would be no legal imposition of the death penalty without the ability of juries to consider mitigating evidence proffered by the capital defendant. See Gregg v. Georgia, 428 U.S. 153, 206, 96 S.Ct. 2909, 49 L.Ed.2d 859 (1976) (<HOLDING>); see also Lockett, 438 U.S. at 603, 98 S.Ct. Options: A. holding that a new york city family court judge had no constitutionally protected property right to reappointment after her tenyear term expired and the mayor decided not to reappoint her and explaining that the fact that many or even most incumbent judges have been reappointed cannot operate to raise appellants subjective expectation to a constitutionally protected right appellant has failed entirely to demonstrate any mu tually explicit understanding sufficient to establish a property right citing perry 408 us at 601 92 sct 2694 bd of regents of state colls v roth 408 us 564 577 92 sct 2701 33 led2d 548 1972 B. holding that under the alabama death penalty statute because the judge did not consider the jurys recommendation the statute which forced the jury to sentence the defendant to death whenever aggravating circumstances existed was not unconstitutional C. holding that georgias revised death 4356 penalty sentencing scheme differed from that ruled unconstitutional in furman v georgia 408 us 238 92 sct 2726 33 led2d 346 1972 because it focused the jurys attention on the particularized nature of the crime and the particularized characteristics of the individual defendant D. recognizing that the first amendment limits the ability of a public employer to leverage the employment relationship to restrict incidentally or intentionally the liberties employees enjoy in their capacities as private citizens citing perry v sindermann 408 us 593 597 92 sct 2694 33 led2d 570 1972 E. holding the death penalty unconstitutional for defendants under age eighteen at the time of the crime

assistant: The best answer is C. holding that georgias revised death 4356 penalty sentencing scheme differed from that ruled unconstitutional in furman v georgia 408 us 238 92 sct 2726 33 led2d 346 1972 because it focused the jurys attention on the particularized nature of the crime and the particularized characteristics of the individual defendant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any portion of this Settlement Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that portion may be severed from this Settlement Agreement and shall not affect the validity of the remainder of the Settlement Agreement.

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 legal provision and list the applicable contract clause categories. Provision: No Borrower will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrowers and the Restricted Subsidiaries not involving any other Affiliate, (c) transactions expressly permitted to be undertaken with or for the benefit of Affiliates by any of Sections 6.01 , 6.03 , and 6.04 , and (d) Restricted Payments permitted by Section 6.05 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements other than outstanding equity grants, whether written or oral, with respect thereto, including without limitation, the employment agreement between the Company and Executive dated as of February 18, 2016 and amended as of February 10, 2017. In the event of any inconsistency between the terms of this Agreement and the terms of any other Company plan, policy, equity grant, arrangement or agreement with Executive, the provisions most favorable to Executive shall govern.

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 legal provision and list the applicable contract clause categories. Provision: In the event your employment is terminated by reason of layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will vest. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: employees in an industry affecting commerce.. .may be brought in any district court having jurisdiction of the parties.... 29 U.S.C. § 185(a). In order to ensure uniformity and predictability in interpreting the meaning of collective bargaining agreements, the United States Supreme Court has held that state law “does not exist as an independent source of private rights to enforce collective bargaining contracts.” Caterpillar Inc. v. Williams, 482 U.S. 386, 394, 107 S.Ct. 2425, 2430, 96 L.Ed.2d 318 (1987). Accordingly, a claim brought in state court alleging a violation of a provision of a labor contract must be brought under Section 301 and resolved by reference to federal law. Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 209-10, 105 S.Ct. 1904, 1910-11, 85 L.Ed.2d 206 (1985) (<HOLDING>) (citing Teamsters Local 174 v. Lucas Flour Options: A. holding state law claim preempted by 301 of labor management relations act only if application of state law requires interpretation of collective bargaining agreement B. holding that state court with jurisdiction over 301 claim should have applied federal labor law rather than state contract law C. holding that in enacting 301 congress intended doctrines of federal labor law uniformly to prevail over inconsistent local rules D. holding that any suit filed in state court alleging violations of a provision of a labor contract must be brought under 301 and be resolved by federal law E. holding that 5 usc 301 does not grant authority to assert an evidentiary privilege not recognized by the federal rules of civil procedure or the law of evidence

assistant: The best answer is C. holding that in enacting 301 congress intended doctrines of federal labor law uniformly to prevail over inconsistent local rules
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: Neither party shall be liable for damages of any kind as a result of properly exercising its respective right to terminate this Agreement according to the terms and conditions of this Agreement, and termination will not affect any other right or remedy of either party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: asked defense counsel the following: So, are you in agreement that in order to plead guilty to a conspiracy to distribute one kilogram and more of heroin, your client need not allocute nor otherwise be shown as part of the plea to have known that the drug he was unlawfully distributing was heroin or that the amount he was unlawfully distributing was one kilogram or more, as long as he knew that he was distributing an unlawful drug, and that he knew it was in ... a significant amount? Defense counsel agreed. This constitutes the “intentional relinquishment or abandonment of a known right” and is, therefore, not appealable. See United States v. Olano, 507 U.S. 725, 733, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993) (citations and internal quotation marks omitted); id. at 734, 113 S.Ct. 1770 (<HOLDING>); United States v. Yur-Leung, 51 F.3d 1116,1121 Options: A. holding that intentional waiver unlike the mere failure to make the timely assertion of the right necessarily extinguishes a claim altogether and prevents even plain error review B. holding that a district courts failure to make the necessary findings related to a restitution order constitutes plain error C. holding that the defendant necessarily bears the burden of satisfying the third prong of the plain error test D. holding that the courts review is conducted under the plain error standard E. holding that the failure to object to an instruction constitutes a waiver of error

assistant: The best answer is A. holding that intentional waiver unlike the mere failure to make the timely assertion of the right necessarily extinguishes a claim altogether and prevents even plain error review
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 notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication to the Company under this Agreement must be addressed to the Company at Daseke, Inc. (f/k/a Hennessy Capital Acquisition Corp. II), 15455 Dallas Parkway, Suite 440, Addison, Texas 75001. Any notice or communication to any Holder under this Agreement must be addressed to such Holder’s address as found in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

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: not argued that either Estrella's own privacy interests or the Sablans' privacy interests are implicated. 6 . Many of the other cases on which PLN relies for its argument that the public domain doctrine should apply here, including decisions of this court, are inapposite. Rather than concluding records are exempt but under the public domain doctrine must be released anyway, those cases recognize that in some circumstances the public availability of information renders the exemption inapplicable at the outset. See, e.g., Trentadue v. Integrity Comm., 501 F.3d 1215, 1236 (10th Cir. 2007) (concluding there was no privacy interest in certain readily available information and the records therefore did not fall within Exemption 7(C)); Herrick v. Garvey, 298 F.3d 1184, 1193-94 (10th Cir.2002) (<HOLDING>); Anderson v. Dep’t of Health & Human Servs., Options: A. holding records did not qualify as exempt confidential commercial information under exemption 4 because the information was not actually confidential B. recognizing medical records contain the same protected confidential information as a physicians direct testimony about the communications C. holding that access to confidential information didnt transform janitorial staff into confidential employees under branti D. holding that plaintiff could state a claim for conversion of confidential information E. holding that foia exemption 4 did not apply because agency did not meet burden of showing that desired information consisted of trade secrets and commercial or financial information obtained from a person that are privileged or confidential

assistant: The best answer is A. holding records did not qualify as exempt confidential commercial information under exemption 4 because the information was not actually confidential
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 execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents are within its powers as set forth in its applicable constituent documents, as the case may be, and have been duly authorized by all necessary action thereunder, and the execution, delivery and performance by each Guarantor of the Guarantee and Security Agreement are within the powers of such Guarantor and have been duly authorized by all necessary action and the execution, delivery and performance by KCMH of the Loan Documents have been duly authorized by all necessary action of the General Partner.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (“The mere assertion by the petitioner that there was insufficient evidence, without more, cannot support a finding of deprivation of due process.”) (internal quotation marks and citation omitted). 5 . In the complaint, in addition to the specific allegation against defendant Knight, Grinter alleges "defendants” violated his "equal rights” in violation of § 1981. "This court has adopted the requirement that a plaintiff allege with particularity all material facts to be relied upon when asserting that a governmental official has violated a constitutional right.” Terrance v. Northville Reg'l Psychiatric Hosp., 286 F.3d 834, 842 (6th Cir.2002). Such "conclusoiy, unsupported statements” are "insufficient to state a claim.” Dellis v. Corr. Corp. of Am., 257 F.3d 508, 511 (6th Cir.2001). 3) (<HOLDING>), and Jones Bey v. Johnson, 407 F.3d 801, 807 Options: A. holding that the prisoner must exhaust his administrative remedies as to each defendant later sued B. holding that a plaintiff need not exhaust his administrative remedies to bring a retaliation claim C. holding that a prisoner exhausted his administrative remedies even though his grievance was untimely D. holding that an alien must exhaust administrative remedies before seeking habeas relief from detention E. holding that a prisoner failed to exhaust his administrative remedies when he did not utilize grievance procedures that permitted waiver of the time limit for good cause

assistant: The best answer is A. holding that the prisoner must exhaust his administrative remedies as to each defendant later sued
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 shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer or employee of the Company or of any other enterprise at the Company’s request.

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: the maximum fine on Count Two, an Arms Export Control Act violation, 22 U.S.C. § 2778, was“$l million or twice the gain. or twice the loss.” DA 77. The government then argues that because the defendant corporation was advised the maximum total fine which could be imposed was $1,010,000 and defendant was fined one millions dollars, the error was harmless. In support of its position, Defendant relies primarily on. United States v. Herrold, 635 F.2d 213 (3d Cir.1980), for the proposition that “failure to instruct defendant of the actual maximum sentence before the submission of a guilty plea violates Rule 11(e)(1),” id. at 215, and affords grounds for .withdrawal of a plea under Rule 32(e) (formerly Rule 32(b)). See id. at 216. See also Kelsey v. United States, 484 F.2d 1198 (3d Cir.1973) (<HOLDING>). The Herrold court reviewed the proceeding Options: A. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing B. holding that a counsels oral statements at a plea hearing that the plea being entered was conditional did not satisfy the rule 11 writing requirement C. holding that the government was not responsible for delay from withdrawal of guilty plea D. holding that defendant was responsible for the delay from the withdrawal of his guilty plea E. holding that defense counsels informing a defendant the maximum penalty was more than the statute allowed resulted in the plea not being knowing or voluntarily and necessitated withdrawal of the plea

assistant: The best answer is E. holding that defense counsels informing a defendant the maximum penalty was more than the statute allowed resulted in the plea not being knowing or voluntarily and necessitated withdrawal of the plea
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 term of Executive’s employment under this Agreement shall commence on the Effective Date and continue for a three (3) year-period if not sooner terminated or further extended pursuant to the terms of this Agreement (such period, as earlier terminated or further extended, the " Employment Period "). The Employment Period shall be extended automatically for one (1) additional year on each anniversary of the Effective Date, unless either the Employer or Executive gives contrary written notice to the other at least sixty (60) days prior to the anniversary date. Upon the giving of notice of non-renewal of the Employment Period, the Employment Period shall continue for a two (2) year-period after the relevant anniversary date, unless earlier terminated as provided herein. It is the intention of the parties that this Agreement continue until (i) the expiration date if either party has given written notice to the other party of his or its intention not to renew this Agreement as provided above or (ii) until the earliest of (a) the voluntary termination of Executive’s employment with the Employer by Executive other than for Good Reason (as defined in Section 4.2), (b) the voluntary termination of Executive’s employment by Executive for Good Reason, (c) the termination of Executive’s employment by the Employer for Cause (as defined in Section 4.3), (d) termination of Executive’s employment by the Employer without Cause, (e) termination of Executive’s employment with the Employer due to the Disability (as defined in Section 4.4), (f) the termination of Executive’s employment with the Employer due to his retirement upon attaining age 65 or (g) the death of Executive.

assistant: Terms
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 to the extent that the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, Holdings and each of its Subsidiaries have timely filed all tax returns and reports required to be filed, and have timely paid all Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.

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: No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of e-Marine or the e-Marine Shareholders, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent or e-Marine.

assistant: Litigations
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: generally that he “challenges” numerous findings of fact, including these two, but does not individually address them or cite to any contrary evidence in the record. 10 . We find Mr. Waite's affidavit to be in stark contrast to that in Gonzalez, v. Gonzalez, in which the court found that the former wife supported her claim of financial duress with an affidavit in which she stated that she was destitute and had no income, had lost her job, had to sell her car for a specified amount, used her property as collateral to borrow money, and provided a detailed list of the amounts of her debts and expenses. See Gonzalez, 614 S.W.2d at 204 n. 1. 11 .The other divorce cases he cited were similarly distinguishable. See Hands v. Holland, 867 S.W.2d 86, 87 n. 1 (Tex.App.-Texarkana 1993, no writ) (<HOLDING>); Gonzalez, 614 S.W.2d at 204 (holding Options: A. holding however that venue was proper under the third statutory basis because it was likely that had plaintiff received one of the positions he sought he would have been assigned to work in the district of columbia at some point B. holding that an asylum applicant must show at least a deliberate imposition of a substantial economic disadvantage in order for the harm to constitute economic persecution C. holding appellant not estopped when at least some of cash was accepted because of economic necessity and a redivision of the property would not affect her right to the cash received D. holding that economic loss rule precludes recovery of economic damages only in the absence of personal injury or property damage claims E. holding wife was not prejudiced by the trial courts refusal to consider the tax consequences of assets awarded to her in part because it did not affect the overall property distribution

assistant: The best answer is C. holding appellant not estopped when at least some of cash was accepted because of economic necessity and a redivision of the property would not affect her right to the cash received
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: issues Anally determined in the class action. See Rule 13(a) (stating that if a compulsory counterclaim is not asserted, relitigation of the claim may be barred by the doctrines of res judicata or collateral estoppel); Rule 13 cmt. (noting that, under the doctrine of collateral estoppel, facts necessary for the adjudication of an affirmative claim may not be relitigated) (citing Crowder v. Red Mountain Mining Co., 127 Ala. 254, 29 So. 847 (1900)). Thus, we perceive nothing in the express language of Rule 13 or Rule 23 that creates a conflict between those rules and bars the assertion of counterclaims in class actions, and we are hesitant to create a conflict that does not appear in the text of the rules. See generally Walker County v. White, 248 Ala. 53, 55, 26 So.2d 253, 255 (1946) (<HOLDING>). Second, the plaintiffs assert that requiring Options: A. holding that the words and provisions of a statute must be construed in a harmonious way B. recognizing that statutes should be construed to avoid conflict and to form a harmonious whole C. holding that statutes should be interpreted so as to fit if possible all parts into a harmonious whole D. recognizing conflict E. recognizing that under massachusetts law statutes are construed to avoid surplusage

assistant: The best answer is B. recognizing that statutes should be construed to avoid conflict and to form a harmonious whole
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of the invalidity of any provisions of this Agreement containing any gaps, the Parties agree that such invalidity or gap shall not affect the validity of the remaining provisions of this Agreement. The Parties will replace an invalid provision or fill any gaps with valid provisions, which most closely approximate the purpose and economic effect of the invalid provision or, in the case of a gap, the Parties’ presumable intentions.

assistant: Severability