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: however, that private contractual arrangements are not subject to constitutional requirements of objective standards. Id. 20. In the private sector, standards of reasonableness are commonly applied or implied which take into account the facts and the circumstances. See, e.g., NMSA 1978, § 55-1-102(3) (1961) (stating that under the Uniform Commercial Code, “parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable”); Watson Truck & Supply Co. v. Males, 111 N.M. 57, 60, 801 P.2d 639, 642 (1990) (every contract imposes upon parties a duty of good faith and fair dealing in its performance and enforcement); Boss Barbara, Inc. v. Newbill, 97 N.M. 239, 241, 638 P.2d 1084, 1086 (1982) (<HOLDING>). 21. Although New Mexico has never dealt Options: A. holding that the right to support is not subject to waiver by either parent B. holding that the right of approval is subject to standards of reasonableness implied by law C. holding that there is no constitutional right to refuse chemical testing under the implied consent law D. holding claims based on the fair labor standards act subject to arbitration E. holding that unilateral right to select independent counsel is subject to the implied covenant of good faith and fair dealing

assistant: The best answer is B. holding that the right of approval is subject to standards of reasonableness implied by law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)) ) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ANN. § 344.040 (Banks-Baldwin 1997) all follow the Title VII framework set forth by the Supreme Court in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973). See Gafford v. General Elec. Co., 997 F.2d 150, 166 (6th Cir.1993) (order of proof for claim brought under Kentucky’s anti-discrimination laws follows federal law); Lipsett v. University of Puerto Rico, 864 F.2d 881, 896-97 (1st Cir.1988) (case law developed under Title VII applies to both § 1983 (the Equal Protection Clause) and Title IX claims). This circuit has previously held that a finding of liability under the Equal'Pay Act requires a similar finding of liability under Title VII where both claims present the same conduct and evidence. See Korte v. Diemer, 909 F.2d 954, 959 (6th Cir.1990) (<HOLDING>). Applying this principle to the present case, Options: A. recognizing that a plaintiff can demonstrate that samesex harassment is because of sex by showing that the conduct was motivated by the coworkers sexual desire for persons of the same sex B. holding that under federal law without question when a supervisor sexually harasses a subordinate because of the subordinates sex that supervisor discriminates on the basis of sex C. holding that allegations of discrimination on the basis of sexual orientation necessarily state a claim of discrimination on the basis of sex D. holding that conduct that a jury finds to be based on sex and not motivated by nondiscriminatory reasons cannot later be found by a district court to lack an intent to discriminate on the basis of sex E. holding discrimination based on pregnancy was not sex discrimination

assistant: The best answer is D. holding that conduct that a jury finds to be based on sex and not motivated by nondiscriminatory reasons cannot later be found by a district court to lack an intent to discriminate on the basis of sex
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: Such HPT Party has all requisite trust or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by such HPT Party and the consummation by each of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary trust or limited liability company action. This Agreement has been duly and validly executed and delivered by such HPT Party and, assuming due authorization, execution and delivery by each of the other parties, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

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 Optionee shall, not later than the date as of which the exercise of the Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Board for payment of any federal, state, and local taxes required by law to be withheld on account of such taxable event. The minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from the Option Shares to be issued a number of Shares with an aggregate Fair Market Value that would satisfy the withholding amount due.

assistant: Tax Withholdings
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 at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such invalidity shall not affect (a) the legality, validity or enforceability of the remaining provisions of this agreement, or (b) the legality, validity or enforceability of such provision under the law of any other jurisdiction.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the services and content may not be available in all territories and jurisdictions , and we may restrict or prohibit use of all or a portion of the services and content in certain territories and jurisdictions .

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: Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder, or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans) of any reasonable expenses incurred by the Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered, which shall not have been reimbursed by the Borrowers and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Agent, or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements determined by a final and non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent. The agreements in this Section 9.05 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the fees described in the Term Sheet, the Company will pay (or cause to be paid) the fees set forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank, the Lead Arrangers and KeyBank and acknowledged and agreed to by the Company relating to this Commitment Letter (the “ Fee Letter ”). The Company also agrees to pay, or to reimburse SunTrust on demand for, all reasonable costs and expenses incurred by SunTrust (whether incurred before or after the date hereof) in connection with the Senior Credit Facility, the syndication thereof, the preparation of the Financing Documentation and the other Transactions, including, without limitation, reasonable fees and disbursements of its counsel, regardless of whether any of the Transactions are consummated. The Company also agrees to pay all costs and expenses of SunTrust, KeyBank and the Lead Arrangers (including, without limitation, reasonable fees and disbursements of its counsel) incurred in connection with the enforcement of any of their rights and remedies hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Judge. The State challenges the trial court’s order dismissing an information against Larry Daniel Jones on the basis of double jeopardy. Because the Florida charge is not barred under the dual sovereign exception to double jeopardy, we reverse. Jones was charged with interference with child cust L.Ed.2d 641 (1985). Jones argues that Booth is inapplicable because it involved a federal-state context instead of a state-to-state situation. We find no basis for this distinction. See State v. McNab, 642 So.2d 41 (Fla. 5th DCA 1994) (<HOLDING>). As Jones notes in his brief, a number of Options: A. holding the same for malicious prosecution B. holding that malicious prosecution claim accrues when underlying prosecution is terminated C. holding that a judgment in a criminal prosecution for dwi did not bar a subsequent civil proceeding founded on the same facts D. holding that states nonproseeution agreement did not bar subsequent federal prosecution E. holding that foreign states prosecution did not bar subsequent florida prosecution for same conduct

assistant: The best answer is E. holding that foreign states prosecution did not bar subsequent florida prosecution for same 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: for the taking of their depositions, plaintiffs will be able to recover the $25.00 cost for failure to cancel the taking of a deposition in time. 12. Electronic Research (CALR) Plaintiffs’ bill of costs seeks $669.46 for LEXIS legal research. Because § 1920 does not provide for the recovery of electronic research, these costs are disallowed. Avirgan, 705 F.Supp. at 1546-47. Some courts have held that, “[w]hile computer assisted legal research fees are not taxable as costs, they may be ‘considered as expenses incident to attorney’s fees.’ ” Essenburg v. Reub Williams & Sons, Inc., Civil Action No. 385-679, slip op. at 9, WL 8534 (N.D.Ind. March 18, 1987) (citing EEOC v. Sears, Roebuck & Co., 111 F.R.D. 385, 394 (N.D.Ill.1986)); Fressell v. AT & T Technologies, Inc., 103 F.R.D. at 112-15 (<HOLDING>); Friedlander v. Nims, 583 F.Supp. 1087, Options: A. holding that attorneys fees and court costs are recoverable under general hold harmless indemnity agreement B. holding that lexis fees are not taxable as costs but reserving ruling on whether such fees are recoverable as attorneys fees C. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered D. holding that the costs of computerized research should be characterized not as taxable costs but as attorneys fees E. holding that although attorneys fees are usually not recoverable unless permitted by statute or contract contractual or statutory authorization was not necessary in a malpractice claim to recover attorneys fees and costs as damages

assistant: The best answer is B. holding that lexis fees are not taxable as costs but reserving ruling on whether such fees are recoverable as attorneys fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: shipped drugs in sealed 55-gallon containers. The shipper notified customs officials after becoming suspicious of the contents of the drums. Without first obtaining a warrant, customs agents opened the drums and discovered the drugs. The court found that the defendants had a reasonable expectation of privacy in the sealed drums and that the agents’ search of the drums violated the defendants’ Fourth Amendment rights. Id. at 774-75. Crowder’s reliance on Villarreal is misplaced. The court in Villarreal consistently referenced a reasonable expectation of privacy in “closed containers.” See, e.g., id. at 773-74 (“Individuals do not surrender their expectations of privacy in closed containers when they send them by mail or common carrier.” (citing Jacobsen, 466 U.S. at 114, 104 S.Ct. 1652 (<HOLDING>))); id. at 774 (“The drum opened by the customs Options: A. recognizing record supported determination that defendant lacked expectation of privacy in house B. recognizing a reasonable expectation of privacy in betters and other sealed packages C. holding that the defendant had a reasonable expectation of privacy in a telephone booth D. holding that society recognizes a reasonable expectation of privacy E. holding that prisoners do not have a reasonable expectation of privacy in their cells

assistant: The best answer is B. recognizing a reasonable expectation of privacy in betters and other sealed packages
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: None of the Macerich Entities or any of their Related Parties, (i) is currently the subject of any Sanctions, or (ii) is located, organized or residing in any Designated Jurisdiction. The Macerich Entities will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, or use any Letter of Credit (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Lender, any Agent, any Issuing Lender, any Swing Line Lender or any other Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

assistant: Sanctions
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 invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement will be severable and enforceable to the extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Not later than after approval by Landlord and Tenant of the Final Plans and Construction Budget as provided above, Tenant or its Contractor shall submit the Final Plans to the appropriate governmental body for plan checking and all building permits and other governmental and quasi-governmental approvals.

assistant: Approvals
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 addition to and not in lieu of the other covenants of Seller set forth in the Agreement, from the date of this Amendment until the Closing, Seller shall cooperate with Purchaser in good faith and use commercially reasonable efforts, at no material cost or expense to Seller, to obtain prior to the Closing: (1) an easement from the City of Sonoma for the use of the irrigation well and well house and irrigation pipes located on the property adjacent to the Property, [substantially] in the form attached hereto as Exhibit “A” ; and (2) all entitlements, permits and other governmental approvals that Purchaser deems necessary or desirable to allow Purchaser to further develop and operate the Property from and after the Closing in accordance with Purchaser’s business plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company (a) has complied in all material respects with, and is in material compliance with, all laws applicable to it and its business, and (b) has all permits necessary for the conduct of its business as presently conducted, other than such permits that, if not obtained, could not reasonably be expected to have a Material Adverse Effect on the Company. Such permits are in full force and effect, the Company has not received notice of any material violations with respect to any thereof, and no material proceeding is pending or threatened to revoke or limit any thereof.

assistant: Compliance With 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 case excerpt and choose the best holding from the options. Case excerpt: the jury foreman violated Pullin’s unwaived constitutional rights. The United States Supreme Court has held that in order for a petitioner to be denied a constitutional right through the use of a dynamite instruction (or “supplemental charge”), the instruction must be coercive. Lowenfield v. Phelps, 484 U.S. 231, 239-41, 108 S.Ct. 546, 551-53, 98 L.Ed.2d 568, 578-80 (1988). In that case, the Supreme Court rejected a claim that giving a dynamite instruction was unconstitutional. In doing so, the Supreme Court rejected several arguments based on its own precedents, because those precedents had been based on the Court’s supervisory powers over federal courts rather than on the Constitution. See Jenkins v. United States, 380 U.S. 445, 446, 85 S.Ct. 1059, 1060, 13 L.Ed.2d 957, 958 (1965) (<HOLDING>); Brasfield v. United States, 272 U.S. 448, Options: A. recognizing that before the case was submitted to the jury the trial court charged the jury that if it were unable to reach a unanimous recommendation the court would impose a sentence of life imprisonment without the possibility of parole B. holding that after court dismissed case at plaintiffs request notwithstanding the fact that jury had deliberated upon the case and indicated that it had reached a verdict there was no case pending in court on which a verdict could be predicated and the information which the judge got from an inspection of the petition handed to him by the foreman of the jury was information which he received as an individual and not as a judge of the court and further holding that despite violation of defendants right to receive the verdict that was purportedly reached the writing incorporated in the bill of exceptions as a verdict of the jury was in law no verdict because it was not received in court and published as required by law and was instead entirely extraneous and extrajudicial C. holding that it was not error for the court to give a substantive new instruction to the jury after deliberations began where the instruction was given in court with the defendant and his counsel present D. holding that an instruction given after the jury informed the judge that it was unable to reach a verdict and the judge told the jury it had to reach a decision was improper after relying on other cases involving the exercise of supervisory powers and not relying on constitutional grounds E. holding that the jury is the judge of the weight and credibility given to witness testimony

assistant: The best answer is D. holding that an instruction given after the jury informed the judge that it was unable to reach a verdict and the judge told the jury it had to reach a decision was improper after relying on other cases involving the exercise of supervisory powers and not relying on constitutional grounds
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: It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and a non-breaching Party may be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach, without necessity of proving the inadequacy of money damages as a remedy, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder; provided , however , that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: None of the Partnership Entities is in (i) violation of the Organizational Documents (including, for the avoidance of doubt, the Seventh A&R LPA), (ii) violation of any statute, law, rule or regulation, or any judgment, order or decrees of any body having jurisdiction over it or (iii) breach or default (or an event which, with notice or lapse of time or both, would constitute such an event) in the performance of any term, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties is subject, which breach, default or violation, in the case of (ii) and (iii), individually or in the aggregate, has had, or would, if continued, reasonably be expected to have, a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Program Documents .

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 legal provision and list the applicable contract clause categories. Provision: Each of IHS and its Subsidiaries owns, or is licensed or otherwise has the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by IHS and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

assistant: Defined 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: Borrower and EPL, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors, successors and assigns, each do hereby forever release, discharge and acquit the Administrative Agent, each Issuer, each Lender and each other Secured Party and each of their successors, assignees, participants, officers, directors, members, affiliates, advisors, internal and external attorneys, agents and employees (the “Releasees”), from any and all duties, liabilities, obligations, claims (including claims of usury), demands, accounts, suits, controversies and actions that they at any time had or have or that its successors and assigns hereafter may have, whether known or unknown, against any Releasee (collectively, the “Released Claims”) that arise under, or in connection with, or that otherwise relate, directly or indirectly, to the First Lien Credit Agreement, any Loan Document or any related document, or to any acts or omissions of any such Releasee in connection with any of the foregoing. As to each and every claim released hereunder, Borrower and EPL each hereby represent that they have received the advice of legal counsel with regard to the releases contained herein and are freely and voluntarily entering into this Amendment. Borrower and EPL each, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors, successors and assigns, do hereby forever covenant not to assert (and not to assist or enable any other Person to assert) any Released Claim against any Releasee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (615 SE2d 540) (2005) (noting that in the absence of a transcript, appellate court “must presume that the evidence supports the judge’s findings”); Portee v. State of Ga., 277 Ga. App. 536, 537 (1) (a) (627 SE2d 63) (2006) (“[W]hen a portion of the record which is necessary for our determination of one or more appellate issues is not before the court, the trial court’s express or implicit ruling as to those issues must be affirmed.”) (citation and punctuation omitted). 11 Murray v. Hooks, 313 Ga. App. 485 (722 SE2d 82) (2012), citing Nodvin v. State Bar of Ga., 273 Ga. 559, 560 (3) (544 SE2d 142) (2001). 12 See Portee, supra at 539 (5) (assertions that lacked an evidentiary basis demonstrated no reversible error); In the Interest of F. L. S., 232 Ga. App. 100, 101 (502 SE2d 256) (1998) (<HOLDING>); Baugh v. Robinson, 179 Ga. App. 571, 572 (346 Options: A. holding due process claim failed because plaintiff failed to explain how confrontation and crossexamination would have changed the outcome of his hearing B. holding that partys failure to specify how his presence would have been of assistance at the hearing precluded the requisite showing of harm C. holding that a violation of a defendants constitutional right to compulsory process requires at a minimum some plausible showing of how the excluded testimony would have been both material and favorable to his defense D. holding that petitioners have not established the requisite need of the highest order E. holding that for an ineffective assistance of counsel claim to be established a defendant must show that but for counsels error the outcome of his proceedings would have been different

assistant: The best answer is B. holding that partys failure to specify how his presence would have been of assistance at the hearing precluded the requisite showing of harm
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, the Executive’s Prior Agreement and any rights to extended post-termination exercise period, severance and/or change of control benefits set forth in Executive’s offer letter dated January 27, 2010, Executive’s Stock Option Agreement — Early Exercise under the 2008 Stock Plan dated March 30, 2010 and amendment thereto dated December 6, 2010, Executive’s Stock Option Agreement — Early Exercise under the 2008 Stock Plan dated September 28, 2010, Executive’s Stock Option Agreement under the 2008 Stock Plan dated February 23, 2011, Executive’s Stock Option Agreement under the 2008 Stock Plan dated March 10, 2012, and Executive’s Stock Option Agreement — Early Exercise under the 2008 Stock Plan dated March 10, 2012. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention 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: The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with their respective terms.

assistant: Enforceability
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 Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property or assets to, or purchase, lease or otherwise acquire any Property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not materially less favorable to the Borrower or such Subsidiary taken as a whole than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and any Subsidiary not involving any other Affiliates, (c) any Restricted Payment permitted by Section 7.5 , (d) customary fees and expenses paid to directors, (e) any employment agreement or arrangement, equity award, equity option or cash and/or equity settled equity appreciation agreement or plan, employee benefit plan, officer or director indemnification agreement, severance agreement, consulting agreement or other compensation plan or arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, and payments, awards, grants or issuance of securities pursuant thereto, (f) provided that no Default or Event of Default shall result therefrom, transactions involving payments to the France Family individually (or family-related entities controlled by France Family members) or to NASCAR in the ordinary course of business in accordance with past practices of the Loan Parties, (g) transactions with a Person that is an Affiliate of the Borrower solely because the Borrower owns, directly or indirectly, an equity interest in, or otherwise controls, such Person and/or has nominated or appointed a person to the board of directors of that Person but only to the extent that the aggregate consideration with respect to such transactions does not exceed $10,000,000 at any time outstanding (calculated at such time after giving effect to any repayments), (h) (1) Guarantees by the Borrower or any of its Subsidiaries of obligations of joint ventures or Subsidiaries in the ordinary course of business to the extent permitted by Section 7.1 or 7.4 and (2) pledges by the Borrower or any Subsidiary of equity interests in joint ventures or Subsidiaries for the benefit of lenders or other creditors of such joint ventures or Subsidiaries, and (i) transactions entered into by a Person prior to the time such Person becomes a Subsidiary or is merged or consolidated into the Borrower or a Subsidiary (provided such transaction is not entered into in contemplation of such event) to the extent permitted by Section 7.1 or 7.4 and (j) transactions where the only consideration paid by any Loan Party is Capital Stock of the Borrower (other than Disqualified Stock).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 164, 166-67 (1948); Page v. Cent. Bank & Trust Co., 548 S.W.2d 802, 804 (Tex.Civ.App.-Eastland 1977, no writ); Gulf States Theatres of Tex. v. Hayes, 534 S.W.2d 406, 407 (Tex.Civ.App.-Beaumont 1976, writ ref’d n.r.e.); Go Int’l, Inc. v. Big-Tex Crude Oil Co., 531 S.W.2d 208, 210 (Tex. Civ.App.-Eastland 1975, no writ); Ives v. Watson, 521 S.W.2d 930, 934 (Tex.Civ.App.-Beaumont 1975, writ ref'd n.r.e.). 69 . From 1941 until 1988, Rule 279 provided that orth 2002, no pet. h.) (same); In re I.V., 61 S.W.3d 789, 794 (Tex.App.-Corpus Christi 2001, no pet.) (same); In re J.M.S., 43 S.W.3d 60, 62 (Tex.App.-Houston [1st Dist.] 2001, no pet.) (same); In re C.E.M., 64 S.W.3d 425, 428 (Tex.App.-Houston [1st Dist.] 2000, no pet.) (same); In re A.P., 42 S.W.3d 248, 256 (Tex. App.-Waco 2001, no pet.) (<HOLDING>); In re A.V., 57 S.W.3d 51, 56 (Tex.App.-Waco Options: A. holding in termination of parental rights case that trial court erred in taking judicial notice of evidence before him in guardianship hearing in same case B. holding that a factual sufficiency complaint in a parental termination case may be reviewed even though it was not preserved in the trial court C. holding that a sufficiency challenge must be preserved in the trial court in a parental termination case to be reviewed on appeal D. holding that factual sufficiency claim need not be preserved pursuant to texas rule of appellate procedure 331 E. holding in a termination of parental rights case that as a question of law the trial courts ruling that the facts of this case sufficiently support the termination ground of willful abandonment are reviewed de novo with no presumption of correctness

assistant: The best answer is B. holding that a factual sufficiency complaint in a parental termination case may be reviewed even though it was not preserved in the trial court
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 its subject matter, and supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this subject matter.

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: In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (1) the district court’s finding that he had actual or constructive knowledge as early as 1977 that the 1974 constitutional changes had been applied to his sentence or (2) the district court’s finding that he knew or should have known that laws, policies, and practices concerning sentence commutation that had been enacted or adopted between 1992 and 1994 had been applied retroactively to his sentence in 1994 when he sought to have it commuted. Instead, he reiterates his contention that the doctrine of contra non valentum applies to save his claims from a time-bar dismissal. Robinson’s reliance on Wilkinson, 544 U.S. 74, 125 S.Ct. 1242, is misplaced. We have long adhered to the rule that Wilkinson later stated for all federal courts. See Orellana v. Kyle, 65 F.3d 29, 31 (5th Cir.1995) (<HOLDING>); see also Serio v. Members, Louisiana State Options: A. holding that 1983 was the proper vehicle for a prisoners challenge on due process and ex post facto grounds to parole procedures that were the challenge successful would not automatically entitle him to accelerated release B. holding that habeas was the sole vehicle for an inmates constitutional challenge to procedures employed by state officials to deprive him of goodtime credits C. holding that procedures adopted by the state to guide its parole release determinations are not themselves liberty interests entitled to constitutional due process protection D. holding that habeas petition challenging the state boards decision to defer his scheduled parole release date was rendered moot by prisoners release from custody on parole and subsequent incarceration for violating his parole E. holding that to establish grounds for reversal an appellant must challenge all grounds on which the trial court ruled against it

assistant: The best answer is A. holding that 1983 was the proper vehicle for a prisoners challenge on due process and ex post facto grounds to parole procedures that were the challenge successful would not automatically entitle him to accelerated release
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: interrogation unless the suspect has been first advised of his or her constitutional rights. See Stansbury v. California, 511 U.S. 318, 322, 114 S.Ct. 1526, 128 L.Ed.2d 293 (1994); Miranda, 384 U.S. at 444, 86 S.Ct. 1602. Although Miranda warnings are required only when a suspect interviewed by the police is “in custody,” Stansbury, 511 U.S. at 322, 114 S.Ct. 1526; Miranda, 384 U.S. at 444, 86 S.Ct. 1602, Alvarado asserts that he easily passes the Supreme Court’s test for a custody determination, which is whether, under the totality of circumstances, “a reasonable person [would] have felt he or she was not at liberty to terminate the interrogation and leave.” Thompson, 516 U.S. at 112, 116 S.Ct. 457; see also Berkemer v. McCarty, 468 U.S. 420, 442, 104 S.Ct. 3138, 82 L.Ed.2d 317 (1984) (<HOLDING>). Ninth Circuit case law has further elaborated Options: A. holding that the relevant inquiry is not whether the court has discretion to facilitate notice but whether this is an appropriate case in which to exercise discretion B. holding that the relevant time of inquiry is the date of the filing of the complaint C. holding that the relevant dispositive inquiry is whether it would be clear to a reasonable state official that his conduct was unlawful D. holding that the only relevant inquiry to determine whether a suspect was in custody is how a reasonable man in the suspects position would have understood his situation E. holding that it is only by looking at how similarly situated entities acted in a similar situation that a factfinder may determine what was commercially reasonable

assistant: The best answer is D. holding that the only relevant inquiry to determine whether a suspect was in custody is how a reasonable man in the suspects position would have understood his situation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Guarantor acknowledges, and, by acceptance of the benefits hereof, each Guaranteed Party agrees, that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Guaranteed Parties, be governed by the Credit Agreement and that the Administrative Agent shall have, in respect thereof, all rights, remedies, immunities and indemnities granted to it in the Credit Agreement. By acceptance of the benefits hereof, each Guaranteed Party that is not a Lender agrees to be bound by the provisions of the Credit Agreement applicable to the Administrative Agent, including Section 10 thereof, as fully as if such Guaranteed Party were a Lender. The Administrative Agent shall be conclusively presumed to be acting as agent for the Guaranteed Parties with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

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 legal provision and list the applicable contract clause categories. Provision: Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, capital, or franchises, other than to the extent that the validity of such Tax is the subject of a Permitted Protest.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Reimbursement from the Company for reasonable and necessary out-of-pocket travel and other expenses incurred by the Consultant in rendering services under this Agreement, subject to providing documentation of the same to the Company. Company agrees to pay for all additional information requirements, reports, etc. needed for Consultant to perform his duties, however all such expenses, including travel shall be agreed upon by the Company in writing in advance.

assistant: Expenses
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 become effective as of the date first above written (the “ Amendment Effective Date ”) when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and a Majority in Interest of the Revolving Lenders and (b) the Administrative Agent and the Lenders shall have received payment of all fees and expenses required to be paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Amendment and any other Loan Document, including those fees and expenses set forth in Section 15 hereof.

assistant: Effectiveness