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: Since no Illinois court has squarely addressed this question, for guidance in our decision Dempsey points to similar decisions in New York and California that have held that a mother may not prevent medical malpractice defendants from obtaining the prenatal care records for the period during which the mother was pregnant with the infant plaintiff. In both states, in fact, courts have held that prenatal care records are not exclusively those of the mother but also belong equally to the infant. Accordingly, by filing such a medical malpractice action, either the mother or the infant plaintiff through his mother waives the physician-patient privilege with respect to prenatal care records. See, e.g., Scharlack v. Richmond Memorial Hospital, 102 A.D.2d 886, 888, 477 N.Y.S.2d 184, 187 (1984) (<HOLDING>). See also Hughson v. St. Francis Hospital of Options: A. holding that trial counsels performance in failing to object move to strike or request an admonishment of the jury with respect to the defendants criminal history was deficient and that it could not be said that the references to the defendants criminal history did not impact the jurys decision where the evidence was not overwhelming and reversing for a new trial B. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category C. holding that where there are deficiencies in the record the alj is under an affirmative obligation to develop the relevant medical history D. holding that the mother can be deemed to have waived the physicianpatient privilege only with respect to the medical history and records pertaining to the period when the plaintiff was in utero during which time there could be no severance of the infants prenatal history from his mothers medical history E. holding that review of medical history during an examination assisted doctors medical conclusions

assistant: The best answer is D. holding that the mother can be deemed to have waived the physicianpatient privilege only with respect to the medical history and records pertaining to the period when the plaintiff was in utero during which time there could be no severance of the infants prenatal history from his mothers medical history
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: Registration and Notification Act (SORNA), which, among other things, imposes federal criminal penalties on sex offenders who knowingly fail to register or update their registrations. See 18 U.S.C. § 2250; 42 U.S.C. § 16913. Congress enacted SORNA in 2006 but delegated to the Attorney General the authority to determine whether and when SORNA should apply retroactively to sex offenders convicted before SORNA’s effective date. See 42 U.S.C. § 16913(d); Reynolds v. United States, — U.S. -, 132 S.Ct. 975, 181 L.Ed.2d 935 (2012). The Attorney General has exercised this authority and made SORNA retroactive, but the circuits have split over which action by the Attorney General was successful in making the statute retroactive. Compare United States v. Dean, 604 F.3d 1275 (11th Cir.2010) (<HOLDING>), and United States v. Gould, 568 F.3d 459 (4th Options: A. holding that sorna is only unconstitutional when applied to those previouslyconvicted persons who traveled before the attorney generals rule B. holding that the act is not retroactive C. holding that the act is retroactive D. holding attorney general could not contract on behalf of the state to employ an assistant attorney beyond the attorney generals own term E. holding that sorna was made retroactive by the attorney generals february 28 2007 interim rule

assistant: The best answer is E. holding that sorna was made retroactive by the attorney generals february 28 2007 interim 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 case excerpt and choose the best holding from the options. Case excerpt: or direct that service be effected within a specified time; provided that if the plaintiff shows good cause for the failure, the court shall extend the time for service for an appropriate period.” Fed.R.Civ.P. 4(m). Good cause exists “only when some outside factor^] such as reliance on faulty advice, rather than inadvertence or negligence, prevented service.” Prisco v. Frank, 929 F.2d 603, 604 (11th Cir.1991) (per curiam) (discussing “good cause” under the former Rule 4(j)), superseded in part by rule as stated in Horenkamp, 402 F.3d at 1132 n. 2. Even in the absence of good cause, a district court has the discretion to extend the time for service of process. Horen-kamp, 402 F.3d at 1132; see Henderson v. United States, 517 U.S. 654, 663, 116 S.Ct. 1638, 1643, 134 L.Ed.2d 880 (1996) (<HOLDING>). The district court concluded that the Options: A. recognizing that in the 1993 amendments to the rules courts have been accorded the discretion to enlarge the 120day period even in the absence of showing good cause B. holding that the plain language of the rule broadens a courts discretion to extend time for service even if good cause has not been shown C. recognizing the cause of action D. holding that an extension of time in which to serve process may be granted despite the absence of good cause E. holding that after the omnibus date the trial courts discretion controlled and such discretion is exercisable upon a showing of good cause by a defendant who has missed the deadline

assistant: The best answer is A. recognizing that in the 1993 amendments to the rules courts have been accorded the discretion to enlarge the 120day period even in the absence of showing good 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 legal provision and list the applicable contract clause categories. Provision: All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Administrative Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

assistant: General
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 Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has no Subsidiaries other than those listed in Schedule 3.1(a ) hereto. The Company, directly or indirectly, owns 100% of the outstanding equity interests of the Material Subsidiaries. There are no outstanding options or other rights to purchase or receive equity interests of a Material Subsidiary. Except as disclosed in Schedule 3.1(a ) hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Material Subsidiary free and clear of any Lien and all the issued and outstanding shares of capital stock or comparable equity interest of each Material Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. Except as set forth in Schedule 3.1(a) hereto, no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Material Subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such Material Subsidiary from the Company, or from transferring any of such Material Subsidiary’s properties or assets to the Company or any other Material Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the limitations provided in this Agreement, the Class A Member (the “ Managing Member ”) shall have the exclusive power and authority to manage the business, affairs and assets of the Company and to make all decisions with respect thereto, including, without limitation, the exclusive power and authority to make any and all decisions, in any manner it sees fit, relating to, and shall otherwise fully, solely, absolutely and irrevocably control in all respects, the Patents and any Monetization Activities, including by way of example and not limitation: (w) the initiation, direction, termination, conclusion or negotiation of any assignment, sale or license (whether directly or through multiple tiers or sub-licensees) of any Patent or any other type of a Monetization Activity of any nature or description; (x) the maintenance or abandonment, in whole or in part, of any one or more of the Patents; (y) the discretion to allocate Monetization Revenues among multiple portfolios where Monetization Activities involve more than one portfolio; or (z) the discretion to make or to decline to make Cash Advances. Any action taken by the Managing Member on behalf of the Company shall constitute the act of and serve to bind the Company. In dealing with the Managing Member acting on behalf of the Company, no Person shall be required to inquire into the authority of the Managing Member to bind the Company. Persons and entities dealing with the Company are entitled to rely conclusively on the power and authority of the Managing Member as set forth in this Agreement. Except as otherwise specifically provided in this Agreement, the Managing Member shall have all rights and powers of a “Managing Member” under the Act, and shall have all authority, rights and powers in the management of the Company business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.

assistant: Authority
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: 53 S.W.3d at 350 n. 15., 351 n. 17 (Hecht, J., dissenting) (citing and quoting commentaries). 3 . Catalina Cortez Reyes, et al. v. City of Houston, No. 96-40999 (270th Dist. Ct., filed Aug. 15, 1996). 4 . Omar Montes v. City of Houston, No. 98-05537 (333rd Dist. Ct., Harris County, Tex., filed Feb. 4, 1998). 5 . Reyes v. City of Houston, 4 S.W.3d 459, 462 (Tex.App.—Houston [1st Dist.] 1999, pet. denied) (quoting Harris County v. Demny, 886 S.W.2d 330, 336 n. 1 (Tex.App.—Houston [1st Dist.] 1994, writ denied), and citing Zambory v. City of Dallas, 838 S.W.2d 580-583 (Tex.App.—Dallas 1992, writ denied)). 6 . City of Houston v. Reyes, No. 99-1273, 43 Tex. Sup.Ct. J. 1184 (pet. denied Aug. 31, 2000). 7 . Id. 8 . Montes v. City of Houston, 2000 WL 12 pp.—El Paso 2000, pet. dism'd w.o.j.) (<HOLDING>). 12 . Lewis Carroll, Alice’s Adventures in Options: A. recognizing that immunity may be waived B. holding that an improper traffic control device may create a dangerous condition for which the governments immunity from liability is waived C. holding that like other affirmative defenses to liability immunity from liability must be pleaded or else it is waived D. holding that condition included an intended if dangerous cycling of a traffic light E. holding immunity from liability is not jurisdictional

assistant: The best answer is B. holding that an improper traffic control device may create a dangerous condition for which the governments immunity from liability is waived
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of payables in the ordinary course of the Company’s business and prior practices and scheduled repayments of debt), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

assistant: Use Of Proceeds
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 in any written or oral agreement between the Participant and the Company or any Affiliate, the Participant and the Company or its Affiliate hereby waive, to the fullest extent permitted by applicable law, any right either may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is personal to Director and, without the prior written consent of the Company, shall not be assignable by Director. Notwithstanding the foregoing, in the event of the Director’s death following the Retirement Date, this Agreement shall remain in full force and effect and the personal representative of the Director’s estate shall be entitled to exercise any Equity Interest consisting of a stock option or other exercisable Equity Interest in accordance with Section 2 of this Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Companies shall (i) indemnify each Manager and each of their respective partners and members and their respective affiliates, investment managers, investment advisors and their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of such Manager and its partners and its affiliates (collectively, the “ Indemnified Parties ”), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the services or any other advice or services contemplated by this Agreement or the engagement of such Manager pursuant to, and the performance by such Manager of the services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Companies and whether or not resulting in any liability.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of any party nor affect the jurisdiction of circuit and district courts or venue of actions therein.” We find no inconsistency in the operation of §§ 6-3-5 and 6-3-7 that would require us to refer to procedural rules. Section 6-3-5 is specifically related to insurance companies. This specific statute would apply exclusively to these cases if it conflicted with § 6-3-7, the general corporate venue statute. See Crawford v. Sprin-gle, 631 So.2d 880 (Ala.1993) (where statutes in pari materia are general and specific, the more specific statute controls the more general statute). This Court finds no conflict between § 6-3-5 and § 6-3-7; accordingly, these corporate venue statutes should be read in pari materia. Cf. Ex parte New England Mutual Life Insurance Co., 663 So.2d 952 (Ala.1995) (<HOLDING>); Opinion of the Justices No. 599 So.2d 1166 Options: A. holding that 635 does not exclusively govern contract actions against an insurance corporation and that 637 does not exclusively govern personal injury actions against an insurance corporation B. holding that claims of corporation vest in corporation C. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity D. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim E. holding that the trust fund and denuding theories of recovery were considered to belong to the debtor corporation because each action was created for the benefit of the corporation ie to vindicate injury to the corporation caused by improper actions by control persons

assistant: The best answer is A. holding that 635 does not exclusively govern contract actions against an insurance corporation and that 637 does not exclusively govern personal injury actions against an insurance corporation
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: Provided the conditions set forth in Section 4 have been met, the closing (“Closing”) of the transactions described in this Agreement will occur on or before May 15, 2019 or such other date as the Parties agree. The Closing shall take place at such date and time as Liberated has delivered the Purchase Price to the Shareholders and the Shareholders have delivered a certificate or certificates evidencing the Purchased Shares.

assistant: Closings
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: circumstances, and inadvertent error or ignorance of governing rules alone will not excuse the failure to serve. Hamilton v. Endell, 981 F.2d 1062, 1065 (9th Cir.1992). The plaintiff, in her declaration filed May 13, 1998, has attempted to explain why the defendants were not served within 120 days of the filing of the complaint. The declaration sets forth several broad and varied grounds, which must be considered. First, as noted above, the lack of legal training and an attorney does not constitute good cause. Hamilton, 981 F.2d at 1065. Ill health, however, may constitute good cause; but, additional information from plaintiff about her ill health, and its incapacitating nature, would be required to show good cause. See LeMaster v. City of Winnemucca, 113 F.R.D. 37, 39 (D.Nev.1986) (<HOLDING>); Moorehead v. Miller, 102 F.R.D. 834, 836 Options: A. holding plaintiffs counsels illness constitutes good cause B. holding that the incontestability provisions of the policy did not cause a preexisting illness to be covered because the illness first manifested itself before the policy became effective C. holding lack of prejudice to the defendant is not good cause D. holding that a mental illness limitation limiting the maximum payment for care of mental illness or care of nervous conditions of any type or cause is ambiguous because the plan contains no definition or explanation of the term mental illness and thus construed against the insurance company does not include physically based illnesses E. holding neither a lack of prejudice to the defendant nor the running of the statute of limitations constitutes good cause

assistant: The best answer is A. holding plaintiffs counsels illness constitutes good 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: limits in which the officer is empowered to act, when a report has previously been made that the vehicle has been stolen or a complaint has been filed and a warrant thereon issued charging that the vehicle has been embezzled.” Reading the facts in the light most favorable to Plaintiff, the Court finds that there is a material issue of fact as to whether Officer Faulk possessed the authority to impound the motorcycle based on the stolen vehicle report. A stolen vehicle report was made, which may give Officer Faulk the authority to impound the motorcycle without a warrant. However, Officer Faulk’s declaration shows that he was aware that the allegedly stolen vehicle was part of a contract dispute between private parties. See Allen v. City of Portland, 73 F.3d 232, 238 (9th Cir.1995) (<HOLDING>). The fact that Officer Faulk knew that the Options: A. holding that a dispute regarding payment of a restaurant bill does not give rise to probable cause to arrest B. holding that in the absence of a prior indictment probable cause for arrest is determined by the facts in the sworn complaint C. holding that there was no probable cause to arrest the plaintiff because the facts of the case amounted to a contract dispute D. holding that there is no 1983 cause of action for false arrest unless the arresting officer lacked probable cause E. holding that the plaintiff must show that there was a lack of probable cause for the criminal prosecution

assistant: The best answer is C. holding that there was no probable cause to arrest the plaintiff because the facts of the case amounted to a contract dispute
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 jury deadlocked on the two remaining counts. II. DJ.’s CAC Interview Appellant first contends that it was error to admit D.J.’s videotaped interview at the CAC. We review the trial court’s evidentiary rulings for abuse of discretion. Diggs v. United States, 28 A.3d 585, 594 n. 11 (D.C.2011). A. Admissibility of the Video The portion of D.J.’s CAC interview which described the abuse charged in count nine was admitted as substantive evidence at trial. The government defends this ruling by relying primarily on D.C.Code § 14 — 102(b)(1), which provides that a statement is not hearsay if (1) the declarant testifies at trial and is subject to cross-examination concerning the statement, (2) the statement is inconsistent with the declarant’s testimony, and (3) the statement was made (1995) (<HOLDING>); State v. Williams, 182 N.J.Super. 427, 442 Options: A. holding that witness could not be impeached with prior statement because his silence did not constitute testimony B. holding that government could not impeach witness with prior statement because he refused to answer any questions and thus gave no testimony in court with which the prior statement could be judged to be inconsistent C. holding that a prior inconsistent statement was admissible and the defendant failed to ask for a limiting instruction that the jury could not use the statement as substantive evidence D. holding that a witnesss prior inconsistent statement to an officer could be used to impeach her E. holding that where a witness who testifies under oath and is subject to crossexamination in a prior state court proceeding explicitly refuses to answer the same questions at trial the refusal to answer is inconsistent with his prior testimony

assistant: The best answer is B. holding that government could not impeach witness with prior statement because he refused to answer any questions and thus gave no testimony in court with which the prior statement could be judged to be inconsistent
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 agreements in this Section shall survive the resignation of the Administrative Agent, the Swing Line Lender and the L/C Issuer, the replacement of any Lender, the termination of the Total Commitments and the repayment, satisfaction or discharge of all the other Obligations.

assistant: Survival
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 Offering may be consummated at such place (or by electronic transmission) as may be mutually agreed upon by the parties at one or more closings (each, a “Closing”) to occur on a date as may be determined by the Company, at a time as may be determined by the Company (each, a “ Closing Date ”). Subsequent closings may occur at the discretion of the Company. A final Closing shall be held by the Company when the Company has and has accepted subscriptions for the Maximum Amount, or at such other time and place as the Company may designate by notice to the undersigned.

assistant: Closings
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 term, condition, or provision of the Plan shall be deemed waived unless the purported waiver is in writing signed by the Plan Administrator. No waiver signed by the Plan Administrator shall be deemed a continuing waiver unless so specifically stated in the writing, and any such waiver shall operate only for the stated period and only as to the specific term, condition, or provision waived, and shall apply only to the individual or individuals seeking the waiver.

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: (a) This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. Subject to Section 10.4, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and gaming facility owned and operated for-profit by a Native American tribe, because the commercial enterprise was not part of the tribe’s governmental function. 166 F.3d at 1128-30. The Miccosukee court relied on the two principles. First, the proposition that a general statute, like the ADA, is applicable to all persons including Native Americans and their property; and, second “that tribe-run business enterprises acting in interstate commerce do not fall under the self-governance exception to the rule that general statutes apply to Indian tribes.” Id. at 1129 (internal quotations omitted) (citing Federal Power Comm’n v. Tuscarora Indian Nation, 362 U.S. 99, 116, 80 S.Ct. 543, 4 L.Ed.2d 584 (1960)); Cf. EEOC v. Karuk Tribe Housing Authority, 260 F.3d 1071, 1080 (9th Cir.2001) (<HOLDING>). Similarly, the Northern District of Options: A. holding that the tribes housing authority was exempt from the adea a general statute because the tribal entity was not just a business but also functioned as an arm of tribal government by providing housing to tribe members B. holding that acoma tribal law was the law of the place because the tribal court could have jurisdiction over the plaintiffs claim C. holding that a casino that functioned as an arm of the tribe enjoyed tribal immunity D. holding that the fifth amendment did not apply to tribal government E. holding that a tribal housing authority established by tribal council pursuant to its powers of selfgovernment was a tribal agency rather than a separate corporate entity created by the tribe

assistant: The best answer is A. holding that the tribes housing authority was exempt from the adea a general statute because the tribal entity was not just a business but also functioned as an arm of tribal government by providing housing to tribe members
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: consideration of whether these preparation expenses are compensable under another theory of damages. See Maj. Op. at 1043 n. 9. This court has considered issues raised for the first time on appeal in “those cases in which the courts below were not presented with and did not consider the governing theory of law.” Aguon v. Calvo, 829 F.2d 845, 848 (1987). It is basic contract law that “the injured party has a right to damages based on his reliance interest, including expenditures made in preparation for performance or in performance,” when expectation damages are, for whatever reason, unavailable. Restatement (Second) Contracts § 349. Cases cited in the majority opinion uphold the right to such damages under FIRREA. See Nashville Lodging Co. v. RTC, 59 F.3d 236, 245-46 (D.C.Cir.1995) (<HOLDING>); cf. Monrad v. FDIC, 62 F.3d 1169, 1173-74 Options: A. holding that emotional distress damages are not recoverable under section 504 B. holding reliance damages recoverable under firrea C. holding punitive damages not recoverable under 2715 D. holding that punitive damages are not recoverable under viwda E. holding that punitive damages are recoverable in a claim for retaliation under the flsa

assistant: The best answer is B. holding reliance damages recoverable under firrea
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 the consideration proposed to be paid for the ROFR Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by Parent’s Board of Directors and as set forth in the Parent Notice. If Parent cannot for any reason pay for the ROFR Shares in the same form of non-cash consideration, Parent may pay the cash value equivalent thereof, as determined in good faith by the Parent’s Board of Directors and as set forth in the Parent Notice. The closing of the purchase of ROFR Shares by the Company shall take place, and all payments from Parent shall have been delivered to the selling Holder, by (a) the date that is fifteen (15) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is less than or equal to fifty million dollars ($50,000,000), and (b) the date that is forty five (45) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is greater than fifty million dollars ($50,000,000). For the avoidance of doubt, the value of the consideration to be paid for the ROFR Shares for the purposes of clauses (a) and (b) of the preceding sentence shall be the value of the consideration to be paid by Parent for the ROFR Shares as specified in the Parent Notice and determined in accordance with this Section 3.3 .

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

user: Except as so limited all of the obligations of this Article 5 survive expiration or termination of this agreement. In the event of any termination arising as a result of a breach by ANUBIS: (a) SCAM shall not be relieved of any obligation to make further shipments of the Product hereunder and may not (even in the event that the contract was terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped orders for the Product. SCAM shall have an obligation to ANUBIS in connection with of any unshipped orders pursuant to this paragraph.

assistant: No
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 Mr. Balka’s services are terminated by reason of Mr. Balka’s death during the Consulting Period, the Bank shall pay to Mr. Balka’s estate or beneficiary, as applicable, in a lump sum in cash within 15 days following the Date of Termination the amount of (i) any earned but unpaid Monthly Fee of Mr. Balka through the Date of Termination plus (ii) any unpaid reimbursable expenses provided for under Section 4(d) which were incurred on a before the Date of Termination (the “Accrued Obligation”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 76, reasoning that the sentence on the remaining count was presumably “fairly determined at the time it was imposed,” id. Had the government made a different tactical choice and indicted and tried the two sets of charges separately, resulting in separate judgments of conviction, the sentence on one set of charges would not be open to reconsideration after the reversal of separate convictions and sentences resulting from a separate trial and conviction for the other, unrelated offenses. We have limited the application of Pisa-ni “to the context of unrelated counts.” United States v. Vasquez, 85 F.3d 59, 61 (2d Cir.1996) (remanding for resentencing on remaining narcotics counts after vaca-tur of firearm conviction); see also United States v. Rosario, 386 F.3d 166, 170 (2d Cir.2004) (<HOLDING>). While Weingarten argues that his counts are Options: A. holding that double jeopardy does not prohibit resentencing on unchallenged count after appeal of defendant on another count and vacatur of entire sentence but explicitly noting that what we have said in no way is addressed to a situation involving concurrent or noninterlocking sentences B. holding that an apprendi error was harmless where the defendant received a concurrent sentence on another count longer than the statutory maximum applicable to the count affected by the error C. holding that a criminal defendant convicted by a jury on one count cannot attack that conviction because it was inconsistent with the jurys verdict of acquittal on another count citations omitted D. holding that the double jeopardy clause did not bar resentencing on counts that were affirmed on appeal when a sentence of imprisonment on another count was vacated E. holding that in some circumstances a sentence on one count may be increased after the sentence on a similar or related count has been vacated on appeal

assistant: The best answer is E. holding that in some circumstances a sentence on one count may be increased after the sentence on a similar or related count has been vacated on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company consists of: (i) 400,000,000 shares of Common Stock, of which approximately 305,541,153 shares are issued and outstanding; and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which none are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock and 1 share is reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: ( i ) a Reportable Event, ( ii ) a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), ( iii ) any noncompliance with the applicable provisions of ERISA or the Code, ( iv ) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA), ( v ) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan, ( vi ) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any Commonly Controlled Entity, ( vii ) the Insolvency of any Multiemployer Plan or ( viii ) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA.

assistant: Erisa
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 application of the exemption to particular items of personal property, the OMahoma Courts have long taken the position that exemption statutes are to be liberally construed. In fact, the OMahoma Supreme Court has stated on more than one occasion that where there is a doubt as to whether certain property is exempt or not, the doubt should be resolved in favor of the exemption. In re Fisher, 11 B.R. 666, 668 (Bankr.W.D.Okla.1981) (citing Phelan v. Lacey, 51 Okla. 393, 151 P. 1070 (1915), and Nelson v. Fightmaster, 4 Okla. 38, 44 P. 213 (1896)). The Fisher Court held that the meaning of the word furniture should not be so limited as to exclude “mechanic devices” when interpreting the exemption statute." In re Fisher, supra, (citing Swisher v. Clark, 202 Okla. 25, 209 P.2d 880 (1949)) (<HOLDING>). Perhaps the best guidance on the scope of the Options: A. holding that because nondischargeable debt based on fraud was not one of the four enumerated exceptions to exempt property the exempt property was not liable for the creditors surviving claim B. holding vacuum cleaners and air conditioners to be exempt as household furnishings C. recognizing that exempt property ceases to be property of the estate D. holding that a mill and gin could be considered part of an exempt homestead if they were part of the exempt realty E. holding that although a close call a lawnmower was an appliance under the common use of that word and therefore exempt under as a household appliance under minnesota law

assistant: The best answer is B. holding vacuum cleaners and air conditioners to be exempt as household furnishings
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 Clayton of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of Clayton and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which Clayton is a party or by which its properties are bound (other than violations of such laws, rules, regulations, organizational documents, indentures, agreements or instruments which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or Clayton’s ability to perform its obligations under, this Agreement).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company (“ Permitted Uses ”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to subsections (a) through (f) below, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a Party hereto for all purposes hereof.

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 shall be binding upon the Borrower and the Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Lender and the successors and assigns of the Lender.

assistant: Successors