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: concur in the result. Although I agree with much of the substan tive analysis presented by the majority in its treatment of various of Appellant’s claims, I have sufficient differences with various elaborations that I am unable to supply a full joinder. In particular, as pertains to Part II of the majority opinion — which addresses Appellant’s claim of deficient stewardship by virtue of his attorneys’ failure to seek suppression — I agree with Appellant that the PCRA court erred in its conclusion that an anonymous 911 report of a domestic disturbance, coupled with a responding officer’s “gut feeling,” meets the emergency aid exception to the warrant requirement so as to justify entry by police into a residence. Accord Kerman v. City of New York, 261 F.3d 229, 232-36 (2d Cir.2001) (<HOLDING>). The majority references no decision which is Options: A. holding that 911 call reporting domestic dispute and child telling officer that a man with a gun was inside fighting with her mom constituted exigent circumstances that justified warrantless entry into home B. holding the fourth amendment prohibits the police from making a warrantless and nonconsensual entry into a suspects home in order to make a routine felony arrest C. holding in an impliedconsent case that a warrantless police entry was unlawful in part because the police did not request entry D. holding that a warrantless entry by police into an apartment based on an uncorroborated anonymous 911 report of a mentally ill man acting crazy and possibly in possession of a gun violated the fourth amendment E. holding that warrantless arrest based on probable cause did not violate the fourth amendment

assistant: The best answer is D. holding that a warrantless entry by police into an apartment based on an uncorroborated anonymous 911 report of a mentally ill man acting crazy and possibly in possession of a gun violated the fourth amendment
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: Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement in combination with the Term Loan Agreement, the Security Instruments (as such term is defined in the Term Loan Agreement) and any ancillary documents, represents the entire agreement of the Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Parties relative to the subject matter hereof not expressly set forth or referred to herein or in this Agreement.

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: Maintain liability, casualty, workers’ compensation and other insurance (subject to customary deductibles and retentions) with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Restricted Subsidiaries operate. Schedule 5.4 lists as of the Closing Date all insurance of any nature maintained for current occurrences by Borrower and each of its Restricted Subsidiaries, as well as a summary of the terms of such insurance. Borrower shall deliver to the Agent endorsements to all of its and its Restricted Subsidiaries’ (a) “All Risk” and business interruption insurance policies naming the Agent, for the benefit of the Agent and the Lenders, as a loss payee, and (b) general liability and other liability policies naming the Agent, for the benefit of the Agent and the Lenders, as an additional insured. All policies of insurance on real and personal property will include an endorsement, in form and substance acceptable to the Agent, showing loss payable to the Agent, for the benefit of the Agent and the Lenders, (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to the Agent, will provide that the insurer will give at least 10 days’ prior written notice to the Agent before any such policy or policies of insurance shall be altered or canceled.

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 consents or approvals of any public body or authority and no consents or waivers from other parties to leases, licenses, franchises, permits, indentures, agreements or other instruments are (i) required for the lawful consummation of the transactions contemplated hereby, or (ii) necessary in order that the business currently conducted by the Company can be conducted by the Purchaser in the same manner after the Closing as heretofore conducted by the Company, nor will the consummation of the transactions contemplated hereby result in creating, accelerating or increasing any liability of the Company, except where the failure of any of the foregoing would not have a Material Adverse Effect.

assistant: Consents
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: it is "premised on the theory that the [Djistrict !C]ourt misapplied the Guidelines.” United States v. Shaw, 313 F.3d 219, 222-23 (4th Cir.2002); see United States v. Langford, 516 F.3d 205, 212 (3d Cir.2008). 5 . Erwin contended at oral argument that there was no breach because he merely waived the right to file an appeal as opposed to promised not to file an appeal. See, e.g., Oral Arg. Tr. 4:08-5:23, 7:46-8:25 (3d Cir. May 20, 2014); see also Erwin Supplemental Br. 1 n. 1. Erwin has not proffered any principled basis for drawing this distinction, and common sense dictates that there is none. A "waiver” is defined as "the intentional relinquishment or abandonment of , 106 F.3d 427 (Table) (Fed.Cir.1997); Maslow v. Vanguri, 168 Md.App. 298, 896 A.2d 408, 423 (Md.Ct. Spec.App.2006) (<HOLDING>). 7 . Of the 2,920 convictions in the district Options: A. holding that an insurer lacked standing to raise the issue of the intent of the parties to the settlement agreement to which it was not a party B. holding that a motion denying summary judgment will not be reviewed on appeal from a jury verdict where sufficient evidence supports the jurys verdict C. holding that the plaintiffs lawsuit which was filed despite a general release in the parties settlement agreement constituted a material breach of the settlement agreement D. holding that the appellants appeal of the jurys verdict was a material breach of the no appeals provision in the parties settlement agreement E. holding that where the meaning of the jurys verdict was not clear in light of the trial courts jury instructions the court of appeals erred in directing entry of judgment for respondent the case should have been remanded to the trial judge who was in the best position to pass upon the question of a new trial in light of the evidence his charge to the jury and the jurys verdict

assistant: The best answer is D. holding that the appellants appeal of the jurys verdict was a material breach of the no appeals provision in the parties settlement agreement
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: TILC Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Series Enhancer, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, Leases and Related Assets Conveyed by it hereunder. Such representations are made as of the Initial Closing Date, as of each other Delivery Date and at such other times specified below.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a recording artist under contract with a record label , then you are solely responsible for ensuring that your use of the service is in compliance with any contractual obligations you may have to your record label , including if you create any new recordings through the service that may be claimed by your label .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before June 30, 2018; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications required to be given or made to Assignee under this Agreement, the Loan Agreement or any other Loan Document shall be given or made at the address provided in Section 9.01 of the Loan Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Assignment (including the recitals to this Assignment which are incorporated herein) and the Agreement set forth the entire understanding and agreement of the parties hereto, and shall supersede any other agreements and understandings (written or oral) between Assignor and Assignee on or prior to the Effective Date respecting the matters set forth herein. No amendment or modification to any terms of this Assignment, waiver of any covenant, obligation, breach or default under this Assignment or termination of this Assignment (other than as expressly provided in this Assignment), shall be valid unless in writing and executed and delivered by Assignor and Assignee.

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: appealed the judgment of the Court of Veterans Appeals to this court. On appeal the Secretary contends that the Court of Veterans Appeals erred by not deferring to the Department’s reasonable interpretation of the statutory provisions governing claims for accrued benefits. The Secretary also disputes Mrs. Jones’s assertion that this court lacks jurisdiction to hear this appeal. ANALYSIS I. Jurisdiction to hear appeals from final decisions of the Court of Veterans Appeals is conferred upon this court by 38 U.S.C. § 7292 (1994). Under the express terms of that statute, however, we “may not review (A) a challenge to a factual determination, or (B) a challenge to a law or regulation as applied to the facts of a particular case.” 38 U 625, 110 S.Ct. 2658, 2663-64, 110 L.Ed.2d 563 (1990) (<HOLDING>). Accordingly, we have jurisdiction to hear Options: A. holding that a district courts remand order effectively invalidating certain regulations of the secretary of health and human services was an immediately appealable order B. holding sanctions order pursuant to district courts inherent powers not immediately appealable C. holding that an order of consolidation is interlocutory and not immediately appealable D. holding that the denial of a motion to remand is interlocutory and not immediately appealable E. holding such denial to be an immediately appealable collateral final order

assistant: The best answer is A. holding that a district courts remand order effectively invalidating certain regulations of the secretary of health and human services was an immediately appealable order
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 of the Plan, with respect to any Performance Award that is intended to qualify as Performance‑Based Compensation, the Committee may adjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

assistant: Adjustments
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 SEC Reports, there is no Proceeding that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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 legal provision and list the applicable contract clause categories. Provision: The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing debt or credit facilities; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; and (d) for other lawful corporate purposes of Borrowers, including operating expenses and working capital.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except for any claim relating to your or our intellectual property ( such as trademarks , trade dress , domain names , trade secrets , copyrights and patents ) ( `` excluded disputes '' ) , you and onavo agree to resolve through final and binding arbitration any claim between you and onavo , including its affiliates , officers , directors , employees and agents and its affiliates ' officers , directors , employees and agents ( whether or not such dispute also involves a third party ) , regarding any aspect of your relationship with us , including these terms , your use of any of onavo 's services , your rights of privacy and/or publicity , or any contacts you may have with us , directly or indirectly , for any reason ( `` dispute '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of your employment hereunder shall commence on July 5th, 2016 (the “ Start Date ”) and shall end on the earliest of (i) July 5th, 2019, (ii) the date on which your employment is terminated by Company or you pursuant to Paragraph 10 or (iii) the date of your death or the date of termination of your employment by reason of incapacity (determined in accordance with Paragraph 8) (the “ Employment Term ”). The period from the Start Date until July 5th, 2019, regardless of any earlier termination, shall hereinafter be referred to as the “ Original Employment Term ”.

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 case excerpt and choose the best holding from the options. Case excerpt: to App. C, amend. 706; see also id. amend. 713; Sentencing Guidelines for United States Courts, 72 Fed.Reg. 28571-28572 (2007). We acknowledge that U.S.S.G. § 1B1.10 can be read to permit a reduced sentence only where the defendant’s pre-departure sentencing range is found within the crack cocaine guidelines. However, “the meaning of language is inherently contextual [and] the [Supreme] Court has always reserved lenity for those situations in which a reasonable doubt persists about a statute’s intended scope even after resort to the language and structure, legislative history, and motivating policies of the statute.” United States v. Dauray, 215 F.3d 257, 264 (2d Cir.2000) (alteration and quotation marks omitted); see also United States v. Simpson, 319 F.3d 81, 86-87 (2d Cir.2002) (<HOLDING>). Here, we conclude that there is ambiguity as Options: A. holding that the rule of lenity applies only if the provision being construed is still ambiguous after the application of normal rules of construction B. holding that the rule of lenity applies to sentencing guidelines C. recognizing that the rule of lenity applies only after courts exhaust all other evidence of congressional meaning D. holding in sentencing guidelines context that the rule of lenity requires that we construe ambiguous terms in favor of the accused E. holding rule of lenity in the penal context to be a rule of last resort

assistant: The best answer is B. holding that the rule of lenity applies to sentencing guidelines
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 between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter; provided that the Confidentiality Agreement is incorporated by reference into this Agreement; provided further , the Option and any other equity grants shall be governed by the terms and conditions of the Company’s equity plan(s), as may be amended, and any associated grant agreements (collectively the “Equity Documents”).

assistant: Integration
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 become effective on the date hereof and shall remain in full force and effect until December 31, 2018; provided , that this Agreement may be terminated by the Manager or Owner effective as of any date after December 31, 2017 upon not less than thirty (30) days prior written notice to the other Party. Unless otherwise terminated pursuant to the provisions hereof, the term of this Agreement shall automatically renew on a month to month basis at the end of the term unless either of the Parties has notified the other in writing not less than thirty (30) days prior to the expiration of the term, as the same may be extended.

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: No waiver of any provision of this Agreement is effective unless made in writing and signed by the waiving party, and, in the case of the Company only after the waiver has been specifically approved by the Board. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

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: The execution, delivery, and performance of the Loan Documents are within the Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in the Borrower’s organizational documents, nor will they constitute an event of default under any material agreement by which the Borrower is bound. The Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

assistant: No Conflicts
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 any ambiguity in this Award Agreement, or any matters as to which this Award Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

assistant: Interpretations
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: I controlled substance when the person obtained the drug “pursuant to a valid prescription or order, from a practitioner, while acting in the course of his professional practice.” 21 U.S.C. § 844(a). That distinction potentially becomes critical in cases where a person is convicted of conspiracy to possess with intent to distribute a controlled substance. Where there is no evidence that any of the drugs obtained by members of a conspiracy were obtained or possessed legally, all reasonably foreseeable quantities possessed by conspiracy members with intent to distribute and within the scope of the criminal activity undertaken by a particular defendant may be considered “relevant conduct” attributable to that defendant. See, e.g., United States v. Iglesias, 535 F.3d 150, 160 (3d Cir.2008) (<HOLDING>); United States v. Asch, 207 F.3d 1238, 1243-44 Options: A. holding prior conviction for possession of methamphetamine relevant to show knowledge and intent for conspiracy to distribute where the defendant claimed he was unaware that another person in the vehicle was distributing methamphetamine B. holding the state did not need this evidence of possession of 147 boxes of cold pills used to manufacture methamphetamine because the state had other convincing evidence to establish the defendants intent to deliver methamphetamine C. holding that methamphetamine retained for personal use by the defendant who had been convicted of conspiracy to distribute the substance and never argued any of the methamphetamine was lawfully obtained was properly considered contraband with which he was directly involved and therefore relevant conduct D. recognizing that evidence regarding the high price the defendant had paid for the substance in question was relevant to show the substance was cocaine E. holding that the enhancement applied where the defendant possessed a firearm in connection with possessing methamphetamine

assistant: The best answer is C. holding that methamphetamine retained for personal use by the defendant who had been convicted of conspiracy to distribute the substance and never argued any of the methamphetamine was lawfully obtained was properly considered contraband with which he was directly involved and therefore relevant conduct
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: relies on Griswold v. J&R Anderson Bus. Serv., 1983 U.S. Dist. LEXIS 20365, at *3 (D. Or. 1983), which held, “There is nothing in the legislative history or the statutory language which indicates that an assignee debt collector should be exempt from any portion of section 1692g” even though the previous debt collector provided such notice. ¶14 However, more recent cases have specifically disagreed. See Ditty v. CheckRite, Ltd., 973 F. Supp. 1320, 1329 (D. Utah 1997) (“Section 1692g does not require another debt collector, undertaking collection efforts after a validation notice has been timely sent, to provide additional notice and another thirty-day validation period.”); Senftle v. Landau, 390 F. Supp. 2d 463 (D. Md. 2005); Nichols v. Byrd, 435 F. Supp. 2d 1101, 1106-07 (D. Nev. 2006) (<HOLDING>); Oppong v. First Union Mortg. Corp., 566 F. Options: A. holding that the notice requirement applies only to the first debt collector that communicates with the consumer B. holding that a debt collector need not cease its collection efforts in order to abide by the statute it simply needs to convey effectively the validation notice without contradicting it C. holding that if congress had intended to obligate every subsequent debt collector beyond the first to provide validation notice it would have explicitly called for it in 15 usc section 1692g D. holding that the validation notice is overshadowed where a debt collector serves a consumer with process initiating a lawsuit during the validation period without clarifying that commencement of the lawsuit has no effect on the information conveyed in the validation notice E. holding that the defendants collection notice violated 1692g insofar as it stated that disputes under subsection a3 had to be in writing

assistant: The best answer is C. holding that if congress had intended to obligate every subsequent debt collector beyond the first to provide validation notice it would have explicitly called for it in 15 usc section 1692g
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 captions and numbers preceding the sections of the Plan are included solely as a matter of convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Texas.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed simultaneously in two or more separate counterparts, any one of which need not contain the signatures of more than one party, but each of which shall be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a limitations defense. In this case, however, the federal court confronted no intelligent waiver on the State’s part, only an evident miscalculation of the elapsed time under a statute designed to impose a tight time constraint on federal habeas petitioners. In the circumstances here presented, we hold, the federal court had discretion to correct the State’s error and, accordingly, to dismiss the petition as untimely under AEDPA’s one-year limitation. Id. at 1679-80 (footnote omitted). The Court concluded that the “district courts are permitted, but not obligated, to consider, sua sponte, the timeliness of a state prisoner’s habeas petition.” Id. at 1684. That holding is consistent with our prior case law. See Jackson v. Sec’y for Dep’t of Corr., 292 F.3d 1347, 1349 (11th Cir.2002) (<HOLDING>). Sweet argues that Day and Jackson are somehow Options: A. holding that a district court has the discretion to raise a 2254 timeliness consideration sua sponte B. holding that the court can raise res judicata sua sponte even on appeal C. holding that the district court cannot remand sua sponte for defects in removal procedure D. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff E. holding that a district court has the power to raise the aedpa limitations period sua sponte because the defense implicates values beyond the interests of the parties

assistant: The best answer is A. holding that a district court has the discretion to raise a 2254 timeliness consideration sua sponte
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated and the transactions completed herein may be abandoned after the date of this Agreement, but no later than the Closing Date by mutual written consent of all parties hereto; by Buyer if the conditions in Section 12 hereof have not been met and have not been waived in writing by the party seeking to terminate on or before the Closing Date; or By Seller if the conditions in Section 9 hereof have not been met and have not been waived in writing by the party seeking to terminate on or before the Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: sovereign or a lesser political entity, so long as that authority reciprocated, see id. at 10, 52 S.Ct. 275. Similarly, in interpreting the terms “country” and “foreign country” as used in other statutory contexts, courts have not equated these terms with a sovereign when that definition' did not accord with legislative intent, but instead have construed the terms broadly to encompass regions without a sovereign as well as subsovereign authorities. See, e.g., Smith v. United States, 507 U.S. 197, 204-05, 113 S.Ct. 1178, 122 L.Ed.2d 548 (1993) (presuming that Congress had not intended to legislate extraterritorially and holding that the “foreign country” exception in the Federal Tort Claims Act applied to Antarctica); Lee Wei Fang v. Kennedy, 317 F.2d 180, 184-85 n. 5 (D.C.Cir.1963) (<HOLDING>); Chan Chuen v. Esperdy, 285 F.2d 353, 354 (2d Options: A. holding that the failure to notify aliens counsel of an order to appear for deportation violated the aliens statutory right to counsel B. holding that under permanent rules of hrira the court of appeals lacks jurisdiction over claims of aliens ordered deported for crimes listed in ina and holding that district courts retain habeas jurisdiction over deportation orders of criminal aliens C. holding in light of congresss desire to reduce the number of undeportable aliens that hong kong a british crown colony is of course a country to which aliens may be deported pursuant to the immigration and nationality act D. holding that regulations that permitted an immigration official to reinstate removal orders violated the immigration and nationality act E. holding that an aliens express waiver of his right to appeal to the bia deprives this court of jurisdiction to consider the aliens subsequent petition for review

assistant: The best answer is C. holding in light of congresss desire to reduce the number of undeportable aliens that hong kong a british crown colony is of course a country to which aliens may be deported pursuant to the immigration and nationality act
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 represents the entire agreement between Executive and the Company with respect to the matters set forth herein and supersedes and replaces any prior agreements in their entirety. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement will be made by either party which are not set forth expressly herein. No future agreement between Executive and the Company may supersede this Ag reement, unless it is in writing and specifically makes reference to this Section 10.

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: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or email transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The validity, construction, and effect of the Non-Employee Stock Incentive Plan and any rules and regulations relating to the Non-Employee Stock Incentive Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law, without application of the conflicts of law principles thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by 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: Integrated shall pay to under Subparagraph (iii) of Section 1.2 of the Exchange Agreement, the sum of $3,920 to the State of Delaware. Integrated shall not file Amended Delaware Franchise Tax returns under Section 5.2(p) of the Exchange Agreement; provided that Surviving Corporation shall indemnify, defend and hold the Shareholders harmless from and against any Damages arising from any Delaware franchise taxes of Integrated, including any interest and penalties thereon, due for all periods prior to Closing.

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: injunction and that the injunction was not validly issued under Boys Markets, see id. at 12-13. There, injunctive relief could not be justified “on either ground — to enforce a contract or support arbitration — let alone both.” Id. at 12. That an order staying arbitration could not be in support of arbitration was self-evident. Id. The company argued that there was no contract requiring arbitration and that it could not be forced into arbitration. Id. In addition to vacating overly broad injunctive relief and injunctive relief that did not advance the arbitral process, this court has also reversed grants of Boys Markets injunctive relief for failure to meet the traditional four-part equitable test. See Anheuser-Busch, Inc. v. Teamsters Local No. 633, 511 F.2d 1097, 1100 (1st Cir.1975) (<HOLDING>). Neither the Supreme Court nor this court has Options: A. holding that the insured failed to meet its burden where the insurer had reserved its rights to assert coverage defenses B. holding that the statutory restrictions relative to an employers affirmative defenses where the employer elects not to operate under the respective workers compensation law cannot extend so as to deprive the employer of being able to require the plaintiffemployee to establish a case of negligence against the employer C. holding that the balance of relative harms to the parties showed employer did not meet its burden D. holding employer satisfied its burden of production E. holding the state failed to meet its burden of showing the erroneous jury instruction was harmless beyond a reasonable doubt where it did not address the issue on appeal

assistant: The best answer is C. holding that the balance of relative harms to the parties showed employer did not meet its burden
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 developing jurisdictional facts when the trial court’s jurisdiction has been challenged. See W.Va.R.Civ.P. 26(b)(1) (permitting, in general, “discovery regarding any matter, not privileged, which is relevant to the subject matter involved in the pending action, ... [and related] to the claim or defense of any other party” (emphasis added)); W.Va.R.Civ.P. 12(b) (identifying “lack of jurisdiction over the person” as a defense which may be raised by motion (emphasis added)); Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 n. 13, 98 S.Ct. 2380, 2389 n. 13, 57 L.Ed.2d 253, 265 n. 13 (1978) (observing that “where issues arise as to jurisdiction or venue, discovery is available to ascertain the facts bearing on such issues”); Renner v. Lanard Toys Ltd., 33 F.3d 277, 283 (3d Cir.1994) (<HOLDING>); Edmond v. United States Postal Serv. Gen. Options: A. holding that the court does not have jurisdiction to review per curiam decisions of the district courts of appeal that merely affirm with citations to cases not pending review in this court B. holding that the district court did not have jurisdiction and remanding the matter to state court C. holding that immediate right to appeal lies from denial of motion to dismiss for lack of personal jurisdiction D. holding that lack of justiciable interest resulted in lack of standing to pursue claim and that lack of standing deprived the trial court of jurisdiction to act E. recognizing that numerous cases have sustained the right of plaintiffs to conduct discovery before the district court dismisses for lack of personal jurisdiction citations omitted

assistant: The best answer is E. recognizing that numerous cases have sustained the right of plaintiffs to conduct discovery before the district court dismisses for lack of personal jurisdiction citations omitted
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 representation or warranty by the Company, Mr. Trimble and/or the Three Controlling Shareholders contained in this Agreement, and no statement contained in the any document, schedule, exhibit, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Three Controlling Shareholders pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omit or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. The “WHEREAS” and “NOW THEREFORE” clauses appearing on pages 1 and 2 of this agreement are hereby expressly incorporated into and made a part of this Agreement as if directly contained in the body of this Agreement and are considered representation, warranties, agreements, acknowledgements and/or covenants of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of what we determined USF & G’s coverage to be. CU’s concession cements our conclusion that the SIR is nothing more than a deductible contracted between Payless and USF & G. Because the SIR contained in the USF & G policy is not “other insurance” within the meaning of CU’s “other insurance” clause, CU’s policy provides the only insurance coverage for the first $200,000 of Payless’s liability (subject of course to the $10,000 SIR in CU’s own policy). See Cargill, Inc., 889 F.2d at 180 (applying Minnesota law and holding that, up to the higher deductible contained in one of two applicable insurance policies, only one insurance policy provided coverage so that its “other insurance” clause was not triggered); cf. Wallace v. TriState Ins. Co. of Minn., 302 N.W.2d 337, 340-41 (Minn.1980) (<HOLDING>). The district court determined that CU was not Options: A. holding assignable to injured party insureds claim against insurer for judgment in excess of policy limits B. holding that excess coverage in four policies was not triggered until primary insurer satisfied the requirements necessary to trigger the excess insurers coverage and paid the full amount of its limits C. holding that the excess carrier was liable only for the insureds deductible which was not covered by the primary insurer D. holding that insurer was liable for amount in excess of policy limits because it breached its duty to defend E. holding that a rule requiring an excess carrier to drop down upon the insolvency of the primary carrier would impermissibly shift the risk of the primary carrier to the excess carrier and would require insurance companies to scrutinize one anothers financial stability before issuing secondary policies

assistant: The best answer is C. holding that the excess carrier was liable only for the insureds deductible which was not covered by the primary insurer
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 on Schedule 5.03 , the Financing Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, the Borrower or any Restricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents or permitted by Section 7.02 , except to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, or imposition of Lien, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

assistant: No Conflicts