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

user: Read the legal provision and list the applicable contract clause categories. Provision: As soon as reasonably practicable and, in any event, within ten (10) Business Days after the Company or any Restricted Subsidiary knows of the occurrence of any of the following, the Company will deliver to the Administrative Agent a certificate setting forth a reasonable level of detail as to such occurrence and the action, if any, that the Company, such Restricted Subsidiary or, to the knowledge of the Company, an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Company, such Restricted Subsidiary, the Plan administrator or, to the extent available, such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Company, such Restricted Subsidiary or, to the extent available, such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event has occurred that is reasonably expected to result in a Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to result in a Material Adverse Effect; (c) there has been an increase in the estimated withdrawal liability under Section 4201 of ERISA, if the Company, any Restricted Subsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect; or (d) the Company, any Restricted Subsidiary or, to the knowledge of the Company, any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: improperly determined that the “neither expected nor intended” language in the CGL policy constitutes an exclusion. This conclusion alone, however, does not bar coverage for Ribi; it merely imposes on it the burden of establishing an “occurrence.” ¶21 The CGL policy’s core provision defines “occurrence” by reference to those accidents or conditions that result in damage that was “neither expected nor intended.” This provision contains no temporal component and focuses instead on the insured’s expectations regarding damages. Thus, acts that take place over a significant period of time, but cause unexpected damage fall within the definition of an “occurrence” and are entitled to coverage. Millers Mut. Ins. Co. v. Strainer (1983), 204 Mont. 162, 663 P.2d 338 overruled on other grounds (<HOLDING>). ¶22 Here the District Court found that Ribi Options: A. holding that intentional acts do not exclude coverage under the occurrence language unless the injury was expected or intended B. holding that an objective standard to determine whether the injury was intended or expected would be inconsistent with insurance coverage for damage resulting from ordinary negligence C. holding that under georgia law similar language was virtually absolute and noting that it intended to exclude liability coverage for all liabilities arising out of pollution D. holding that under maine law the occurrence provision focuses on the property damage after the initial discharge and whether it was expected or intended from the insureds point of view E. holding that where policies exclude coverage for injuries that are intended or expected the exclusion is applicable if the insured acts with the intent or expectation that bodily injury will result even though the bodily injury that does result is different either in character or magnitude from the injury that was intended

assistant: The best answer is A. holding that intentional acts do not exclude coverage under the occurrence language unless the injury was expected or intended
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 Letter Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law, irrespective of the fact that a party may be or become a resident of a different state. The provisions of this Letter Agreement are severable and in the event that any provision of this Letter Agreement is determined to be invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions of this Letter Agreement will not be affected, but will, subject to the discretion of such court, remain in full force and effect, and any invalid or unenforceable provision will be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render the same valid and enforceable.

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: Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership, management and operation of the Property. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule I . Borrower (a) has complied in all respects with its certificate of incorporation, bylaws, limited partnership agreement, articles of organization and limited liability company operating agreement, as applicable; (b) has maintained complete books and records and bank accounts separate from those of its Affiliates; (c) has obeyed all formalities required to maintain its status as, and at all times has held itself out to the public as, a legal entity separate and distinct from any other entity (including, but not limited to, any Affiliate thereof); and (d) has all requisite power and authority to conduct its business and to own its property, as now conducted or owned, and as contemplated by this Agreement, including, without limitation, the power and authority to do business in the state in which the Property is located. The signatory hereto has all necessary power, authority and legal right to execute this Agreement, the Note and the other Loan Documents on Borrower’s behalf to which Borrower is a party. Guarantor has the necessary power, authority and legal right to execute, deliver and perform its obligations under the Guaranty.

assistant: Organizations
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: Middleton v. McNeil, 541 U.S. 433, 124 S.Ct. 1830, 158 L.Ed.2d 701 (2004); Mitchell v. Esparza, 540 U.S. 12, 124 S.Ct. 7, 157 L.Ed.2d 263 (2003); Yarborough v. Gentry, 540 U.S. 1, 124 S.Ct. 1, 157 L.Ed.2d 1 (2003); Wiggins v. Smith, 539 U.S. 510, 123 S.Ct. 2527, 156 L.Ed.2d 471 (2003); lockyer v. Andrade, 538 U.S. 63, 123 S.Ct. 1166, 155 L.Ed.2d 144 (2003); Woodford v. Visciotti, 537 U.S. 19, 123 S.Ct. 357, 154 L.Ed.2d 279 (2002); Early v. Packer, 537 U.S. 3, 123 S.Ct. 362, 154 L.Ed.2d 263 (2002); Bell v. Cone, 535 U.S. 685, 122 S.Ct. 1843, 152 L.Ed.2d 914 (2002); Ramdass v. Angelone, 53 ixth Circuit erred in granting habeas relief because the state court's decision was consistent with Duren v. Missouri, 439 U.S. 357, 99 S.Ct. 664, 58 L.Ed.2d 579 (1979)); Spisak, 130 S.Ct. at 684 (<HOLDING>); McDaniel, 130 S.Ct. at 672 (holding that the Options: A. holding that the ninth circuit erred because the state appellate courts conclusion that one incorrect statement in jury instructions did not render the instructions likely to mislead the jury was not unreasonable B. holding that the ninth circuit improperly granted habeas relief because the state courts decision that it was not inherently prejudicial when court spectators wore buttons depicting the murder victim was not contrary to or an unreasonable application of clearly established federal law C. holding that the federal habeas courts task is to determine if the state courts decision was contrary to or involved an unreasonable application of clearly established federal law as determined by the supreme court of the united states D. holding that the sixth circuit erred in granting habeas relief because the state courts upholding of jury instructions and verdict forms regarding the weighing of aggravating and mitigating factors was not contrary to or an unreasonable application of clearly established federal law citation and internal quotation marks omitted E. holding that the sixth circuit erred in finding that the state courts jury instructions were contrary to clearly established federal law

assistant: The best answer is D. holding that the sixth circuit erred in granting habeas relief because the state courts upholding of jury instructions and verdict forms regarding the weighing of aggravating and mitigating factors was not contrary to or an unreasonable application of clearly established federal law citation and internal quotation marks 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 case excerpt and choose the best holding from the options. Case excerpt: Courts must “recognize that the child’s best interest is paramount throughout the proceedings. Thus, the district court need not place children in a legal holding pattern, while waiting for the parent to resolve the issues that caused their children to be deemed neglected or abused.” State ex rel. Children, Youth & Families Dep’t v. Maria C., 2004-NMCA-083, ¶ 53, 136 N.M. 53, 94 P.3d 796 (citation omitted). Given these policy concerns, it would be illogical to read the statute in a way that would allow parents to abuse a child so long as there are no witnesses, the child is too young to provide evidence, and neither parent admits to the abuse or provides evidence against the other parent. See Hess Corp. v. N.M. Taxation & Revenue Dep't, 2011-NMCA-043, ¶ 12, 149 N.M. 527, 252 P.3d 751 (<HOLDING>), cert. denied, 2011-NMCERT-003, 150 N.M. 619, Options: A. holding that statutes are to be interpreted in accordance with the legislative intent and in a manner that will not render the statutes application absurd unreasonable or unjust internal quotation marks and citation omitted B. holding statutes are not applied retroactively absent clear legislative intent C. holding that a statute cannot be construed in a manner that would lead to an absurd or unreasonable result D. recognizing that the cardinal rule in statutory construction is to give effect to the intent of the legislature and to avoid construing a statute in a manner that produces an absurd unjust or unreasonable result E. holding rules of procedure interpreted in same manner as statutes

assistant: The best answer is A. holding that statutes are to be interpreted in accordance with the legislative intent and in a manner that will not render the statutes application absurd unreasonable or unjust internal quotation marks and citation 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: The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction will not apply to transactions between or among the Borrower and any of its Wholly-Owned Subsidiaries or between and among any Wholly-Owned Subsidiaries.

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: psychiatric examination nor elsewhere that would show an incapacity on the witnesses] part to have observed the event to which his testimony related, or to recall that event sufficiently to testify accurately about it at trial’’); Bakken v. State, 489 P.2d 120, 124 (Alaska 1971) (explaining excluded evidence of witness’s alleged psychiatric problems would have been admissible if it was shown problem rendered witness’s observation and memory of event unreliable); Commonwealth v. Perreault, 13 Mass.App.Ct. 1072, 435 N.E.2d 635, 638 (1982) (" '[Tjhere must be some indication that the impairment or addiction involved is relevant to the issue of credibility before evidence of such can be used to impeach.' ” (citation omitted)); State v. Gum, 172 W.Va. 534, 309 S.E.2d 32, 43 (1983) (<HOLDING>). 3 . Many other courts also have concluded Options: A. holding witnesss mental histoiy irrelevant because witnesss present not past memory ability was the only relevant inquiry B. holding that evidence of witnesss acquittal by reason of mental illness was properly excluded partly because no showing was made that mental disorder affected witnesss credibility C. holding that a mental illness limitation limiting the maximum payment for care of mental illness or care of nervous conditions of any type or cause is ambiguous because the plan contains no definition or explanation of the term mental illness and thus construed against the insurance company does not include physically based illnesses D. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error E. holding that a witnesss testimony or an exhibit may not explicitly and directly contain an opinion as to a trial witnesss credibility

assistant: The best answer is B. holding that evidence of witnesss acquittal by reason of mental illness was properly excluded partly because no showing was made that mental disorder affected witnesss credibility
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 inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Neither DAI nor INVESTOR shall assign or delegate its rights or obligations under this Agreement or the other Funding Documents without the prior written consent of the other Party; provided , however, that, in connection with an eventual syndication by INVESTOR of its rights to potential proceeds from its portfolio of claims, including the Patent Assets Proceeds hereunder, INVESTOR may assign or transfer to a third party all or part of its interest in (i) the Patent Assets Proceeds under this Agreement, (ii) its share of any and all recoveries associated with the Patent Assets and / or Claims and / or Patent Assets Proceeds and / or Other Assets and (iii) any other rights, licenses or obligations hereunder; provided, further however , that the third party assignee or transferee shall not be deemed a client of the Attorneys, shall not have any control over the Claims, shall not become a party to the Claims and shall not have any access to information in respect of the Claims that is privileged or otherwise judicially protected. Notwithstanding the above, INVESTOR may assign, in whole or in part and without the consent of DAI or any other Person, the rights, benefits and obligations of this Agreement to another pooled investment vehicle managed by Brickell Key Asset Management Limited, a Guernsey limited company, or its Affiliates or their respective successors and assigns.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are (1) two or more persons; (2) an object to be accomplished; (3) a meeting of the minds on the object or course of action; (4) one or more unlawful, overt acts; and (5) damages as a proximate result. Thomas, 960 S.W.2d at 112-13. The Holubs’ and HTC’s no-evidence summary-judgment motion challenged all of these elements. “Civil conspiracy is a derivative action premised on an underlying tort.” Gonzales v. Am. Title Co. of Houston, 104 S.W.3d 588, 594 (Tex.App.-Houston [1st Dist.] 2003, pet. denied) (citing Tilton v. Marshall, 925 S.W.2d 672, 681 (Tex.1996)). The evidence examined in the previous section, which the Law Firm produced in support of its conspiracy claim, fails to raise a fact issue on the element of a meeting of the minds on an object or course of action. See id. at 599 (<HOLDING>). For these reasons, we hold that the trial Options: A. holding that a premature notice of appeal from an interlocutory summary judgment was deemed effective when the trial court granted a severance and rendered the summary judgment final B. holding that escrow agent owed duty only to parties to escrow agreement not to party to tangential contract further holding that trial court correctly rendered summary judgment on neghgence claim against escrow agent on this ground C. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed D. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed E. holding that summary judgment against escrow agent to closing was properly granted when fraud was alleged basis of conspiracy and when nothing in the noevidence summary judgment record supports the borrowers claim that american title was a party to a plan to defraud them

assistant: The best answer is E. holding that summary judgment against escrow agent to closing was properly granted when fraud was alleged basis of conspiracy and when nothing in the noevidence summary judgment record supports the borrowers claim that american title was a party to a plan to defraud them
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Sections 2.1, 3.3 and 5.7 of this Agreement, this Agreement may be amended only by a writing executed by the parties hereto if such amendment would adversely affect Director. Any such amendment shall specifically state that it is amending this Agreement.

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 Guaranteed Parties agree that, except as provided in Section 7(e) , this Guaranty may be enforced only by the Administrative Agent, acting upon the instructions or with the consent of the Required Lenders as provided for in the Credit Agreement, and that no Guaranteed Party shall have any right individually to enforce or seek to enforce this Guaranty or to realize upon any Collateral or other security given to secure the payment and performance of the Guarantors’ obligations hereunder. The obligations of each Guarantor hereunder are independent of the Guaranteed Obligations, and a separate action or actions may be brought against each Guarantor whether or not action is brought against any of the Borrowers or any other Guarantor and whether or not any of the Borrowers or any other Guarantor is joined in any such action. Each Guarantor agrees that to the extent all or part of any payment of the Guaranteed Obligations made by any Person is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by or on behalf of any Guaranteed Party to a trustee, receiver or any other party under any Debtor Relief Laws (the amount of any such payment, a “ Reclaimed Amount ”), then, to the extent of such Reclaimed Amount, this Guaranty shall continue in full force and effect or be revived and reinstated, as the case may be, as to the Guaranteed Obligations intended to be satisfied as if such payment had not been received; and each Guarantor acknowledges that the term “Guaranteed Obligations” includes all Reclaimed Amounts that may arise from time to time.

assistant: Enforcements
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 the rights and obligations hereunder may not be assigned by either party hereto without the prior express written consent of the other party hereto. Notwithstanding the foregoing, it is expressly understood and agreed that the Consultant may retain the services of third parties to research, conduct due diligence and write research and related reports about the Company which may be utilized by the Consultant in performing its obligations hereunder. The rights and obligations of the parties under this Agreement shall insure to the benefit of, and shall be binding upon , the successors and permitted assigns of the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.09 with respect to any payments made by such Lender to its Participant(s).

assistant: Participations
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: construction would have the “anomalous effect” of undermining the purposes of FIRREA. Specifically, Motorcity’s interpretation seeks to take advantage of oral agreements, evading the statute and D’Oench merely because Motorcity has paid off its loan. Such an interpretation would undermine the core purpose of both the D’Oench doctrine and its statutory cousins, i.e., allowing the FDIC to make its necessary decisions and evaluations, which sometimes must be made with lightning speed, by relying on the written bank records. For the foregoing reasons, we therefore hold that neither FIRREA, nor the Federal Deposit Insurance Act of 1950, preempted the federal common law D’Oench doctrine. B. Can Motorcity Avoid the D’Oench Doctrine if it Repaid its Loans to Southeast Prior to B Cir.1995) (<HOLDING>); John v. RTC, 39 F.3d 773, 776-77 (7th Options: A. holding that ignorance by one prosecutor of promise made by another is irrelevant since the prosecutors office is an entity and a promise made by one attorney must be attributed for these purposes to the government B. holding that an officers promise to bring defendants cooperation to the attention of the prosecutor did not make confession involuntary C. holding that a promise to make a loan is not covered by 1823e because a promise is not an asset D. recognizing that a unilateral contract can be formed when only one promise is illusory because the nonillusory promise can serve as an offer which the promisor who made the illusory promise can accept by performance E. holding that the failure to carry out an oral promise to convey land standing by itself is not fraud

assistant: The best answer is C. holding that a promise to make a loan is not covered by 1823e because a promise is not an asset
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: During the Term of Employment, the Executive shall be entitled to twenty-five vacation days in each calendar year, subject to a maximum total accrual of 820.035 hours of vacation. The Executive shall also be entitled to all paid holidays given by the Company to its senior executives. An amount equal to the value of the Executive’s accrued vacation not in excess of 820.035 hours shall be paid to the Executive within 30 days after his termination of employment with the Company (as CDO and SA), determined using his final hourly rate of base salary as CDO.

assistant: Vacations
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: requires the proof of an additional fact which the other statute does not. If not, then the protections of the Double Jeopardy Clause will apply. For example, the Supreme Court has held that the crimes of receiving a firearm and possessing a firearm, although listed in different statutes, constitute the same crime for double jeopardy purposes. Ball v. United States, 470 U.S. 856, 861-62, 105 S.Ct. 1668, 84 L.Ed.2d 740 (1985). Howev er, the court has also held that the commission of a substantive crime and conspiracy to commit that crime are different offenses for double jeopardy. United States v. Felix, 503 U.S. 378, 391-92, 112 5.Ct. 1377, 118 L.Ed.2d 25 (1992); Murr v. United States, 200 F.3d 895, 902 (6th Cir.2000). See also United States v. Avery, 128 F.3d 966, 971-72 (6th Cir.1997)(<HOLDING>). But see Garrett v. United States, 471 U.S. Options: A. holding that under the crimes code conspiracy and the completed substantive offense are separate crimes B. holding that the double jeopardy clause was not violated by two convictions arising from the same criminal episode because the crimes of attempted burglary and possession of burglary tools each had an element the other did not and were thus separate crimes C. holding that convictions for the crimes of conspiracy and continuing criminal enterprise violate double jeopardy D. holding that conviction of and punishment for both the underlying predicate offense and continuing criminal enterprise does not violate double jeopardy E. holding that a delinquency proceeding places a juvenile in jeopardy for purposes of the double jeopardy clause

assistant: The best answer is C. holding that convictions for the crimes of conspiracy and continuing criminal enterprise violate double jeopardy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 4.21 (as may be updated pursuant to subsection 10.1(a)) sets forth a complete and correct listing of all insurance that is (a) maintained by the Borrower and its Restricted Subsidiaries that are Loan Parties and (b) material to the business and operations of the Borrower and its Restricted Subsidiaries taken as a whole, in each case as of the Spin-Off Effective Time, with the amounts insured (and any deductibles) set forth therein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a matter of law, the ‘party opposing summary judgement must present definite, competent evidence to rebut the motion.’ Méndez-Laboy v. Abbott Lab., 424 F.3d 35, 37 (1st Cir.2005) (quoting, Maldonado-Denis v. Castillo Rodriguez, 23 F.3d 576, 581 (1st Cir.1994)). “The nonmovant must produce specific facts, in suitable evidentiary form sufficient to limn a trialworthy issue.... Failure to do so allows the summary judgment engine to operate at full throttle.” Id,.; see also Kelly v. United States, 924 F.2d 355, 358 (1st Cir.1991) (warning that “the decision to sit idly by and allow the summary judgment proponent to configure the record is likely to prove fraught with consequence.”); Medina-Munoz, 896 F.2d at 8, (quoting Mack v. Great Atl. & Pac. Tea Co., 871 F.2d 179, 181 (1st Cir.1989)) (<HOLDING>). Applicable Law and Analysis Before setting Options: A. holding to prove possession the state must show that a defendant possessed a certain substance the substance was illegal and he had knowledge of the presence of the substance B. holding that the evidence illustrating the factual controversy cannot be conjectural or problematic it must have substance in the sense that it limns differing versions of the truth which a factfinder must resolve C. holding that to justify a new trial based upon newly discovered evidence 1 the evidence must have been discovered after trial 2 the failure to discover this evidence must not be attributable to a lack of due diligence on the part of the movant 3 the evidence must not be merely cumulative or impeaching 4 the evidence must be material and 5 the evidence must be likely to produce an acquittal if a new trial is granted D. holding substance of claim must have been presented to state court E. holding that a district court must compare and weigh the opposing evidence and it must set aside the verdict if it determines that the verdict is against the clear weight of the evidence

assistant: The best answer is B. holding that the evidence illustrating the factual controversy cannot be conjectural or problematic it must have substance in the sense that it limns differing versions of the truth which a factfinder must resolve
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of the Executive’s Involuntary Termination, if the Executive (i) reconfirms and agrees to abide by the covenants described in Section 14(a) and Section 14(c) above, (ii) executes the Release within fifty (50) days after the date of Involuntary Termination and does not revoke such Release in accordance with the terms thereof, and (iii) agrees to provide the consulting services described in Section 14(f) below, then in consideration for such covenants and consulting services, the Company shall pay the Executive, in one cash lump sum, an amount (the “ Consulting Payment ”) in cash equal to the greater of: (X) 150% of the Executive’s Annual Base Salary as in effect on the Date of Termination, and (Y) the Executive’s Annual Base Salary as in effect on the Date of Termination, plus the Executive’s Average Annual Bonus. Except as provided in this subsection, the Consulting Payment shall be paid on such date as is determined by the Company within the ten (10) day period commencing on the 60 th day after the date of the Executive’s Involuntary Termination; provided, however , that if the Executive is a Specified Employee on the date of the Executive’s Involuntary Termination, the Consulting Payment shall be paid as provided in Section 9 hereof to the extent required.

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 legal provision and list the applicable contract clause categories. Provision: During the existence of this Agreement and for a period of one (1) years after its termination, the parties shall not disclose to any third party, or use for any purpose other than as required in the performance of this Agreement , any information obtained by them in the performance of this Agreement , including but not limited to, prices, costs, sales volumes, trademark information, product formulae, and any other information and trade secrets that might adversely affect either party's ability to compete in any market.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: liability company. See Nelson v. Stahl, 173 F.Supp.2d 153, 164 (S.D.N.Y.2001) ("The Exchange Act’s definition of security does not refer to membership interests in limited liability companies.”). Nonetheless, plaintiffs asserted in their complaint and in briefing to the district court that DynaVision's interest in Signature was a security. Peeples did not question this assertion, nor did the district court analyze this issue on its own initiative. Our independent research of this issue indicates that whether DynaVision's interest could be considered a security is problematic. We are satisfied, however, that plaintiffs’ allegation that DynaVision's interest was a security passes the threshold test set forth in Bell v. Hood. See Williamson v. Tucker, 645 F.2d 404, 416 (5th Cir.1981) (<HOLDING>). In the absence of any briefing on this issue Options: A. holding that the plaintiffs allegation that joint venture interests were securities was not so obviously frivolous as to fail the low jurisdictional bar in bell v hood B. holding that the oneyear bar contained in 2255 acts as an affirmative defense and not a jurisdictional bar C. holding that the rico bar applies even where the plaintiff does not have standing to bring a securities fraud action D. holding that when a warrant did not describe the items to be seized at all it was so obviously deficient that we must regard the search as warrantless E. holding on a motion to dismiss that plaintiffs allegation that defendants actions were without justification based on the legitimate business interests of the employer and were performed maliciously was sufficient to prove actions taken to serve personal interests

assistant: The best answer is A. holding that the plaintiffs allegation that joint venture interests were securities was not so obviously frivolous as to fail the low jurisdictional bar in bell v hood
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 equitable conversion, retains a signifi cant interest in the enforcement of a land sales contract prior to obtaining legal title. Knight, 393 Md. at 49, 899 A.2d 156. Consonant with that end, equitable title is deemed to be superior to a subsequent judgment against the seller: One result of the doctrine [of equitable conversion] is that a judgment entered against the vendor after the contract has been made does not become a lien on the realty. A vendor’s judgment creditor may not execute on the realty because the vendor, sometimes described as trustee for the purchaser, has a right to the balance of the purchase money but has no beneficial interest in the property. Equitable title is superior to a later judgment lien. See, e.g., Kingsley v. Makay, 253 Md. 24, 251 A.2d 585 (1969) (<HOLDING>); Caltrider v. Caples, 160 Md. 392, 153 A. 445 Options: A. holding that under mississippi law a purchaser is a bona fide purchaser for value without notice unless there is actual notice or circumstances which would put a purchaser on inquiry notice B. holding that where a purchaser of realty from the united states under a contract for deed giving the purchaser a contractual interest in and equitable title had taken possession of the realty and was using it as a commercial enterprise the purchasers interest was subject to taxation C. holding that the district court should not have entered a default judgment against an intervenor based on the original partys failure to appear D. holding that purchaser could rescind contract where seller failed to disclose a fact the flooding of the subject real estate that seller knew purchaser would regard as material E. recognizing rule and holding that judgment against original purchaser entered after original purchaser had assigned contract to buy did not establish lien on property

assistant: The best answer is E. recognizing rule and holding that judgment against original purchaser entered after original purchaser had assigned contract to buy did not establish lien on property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the officers made a show of authority and that a person in Defendant’s position would not have felt free to leave after McDaniel twice asked the boys if they had any knives or weapons. {17} The boys were approached at night on an empty street by two armed police officers whom they knew had been observing them prior to the encounter. See United States v. Sanchez, 89 F.3d 715, 718 (10th Cir.1996) (stating that the “threatening presence of several officers” and the “absence of other members of the public” are factors that could indicate that a reasonable person would not feel free to ignore an encounter with the police). The police officers did not ask to speak to the boys, but rather demanded that they approach. See Smith v. United States, 558 A.2d 312, 314 (D.C.Cir.1989) (en banc) (<HOLDING>), overruled in part on other grounds by Green Options: A. holding police officers show of authority by announcing he was a police officer and ordering defendant to stop was an investigative seizure implicating fourth amendment protections B. holding that the concept of reasonableness in the fourth amendment logically presupposes an exercise of lawful authority by a police officer C. holding that the initial stop by officer was based on reasonable suspicion that defendant was impersonating a police officer although another officer arrested defendant for privacy act violation D. holding that a seizure as a violation of the fourth amendment when police surrounded an individuals house for three hours planning an arrest and ordering the individual out of his home under drawn firearms believing he was a suspect in a bank robbery E. holding that passengers of automobiles that are pulled over by a police officer for a traffic stop are seized under the fourth amendment

assistant: The best answer is A. holding police officers show of authority by announcing he was a police officer and ordering defendant to stop was an investigative seizure implicating fourth amendment protections
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 to the contrary and in order to satisfy the requirements of sections 401(a)(37) and 414(u) of the Code with respect to a Participant’s qualified military service, the following provisions of this Section 18.3 shall apply.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any determination by the Committee in connection with any question or issue arising under the Plan or this Award Agreement shall be final, conclusive and binding on Participant, the Company and all other persons. Any question or dispute regarding the interpretation of this Award Agreement or the receipt of the RSUs hereunder shall be submitted by Participant to the Committee. The resolution of such a dispute by the Committee shall be final and binding on all parties.

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: that he never obtained any cords satisfy the requirement that plaintiff have manifested deficits in adaptive functioning “during the developmental period; i.e., the evidence demonstrates or supports onset of the impairment before age 22.” 20 C.F.R. Pt. 404, Subpt. P, App. 1, section 12.05. “The requirement of early onset and the reference to the claimant’s ‘developmental period’ ” in the introductory paragraph of section 12.05 “seem intended to limit coverage to an innate condition, rather that the claimant took special education classes through the ninth grade, dropped out in tenth grade, “struggled” to obtain a GED, and had a limited work history supported a finding that onset of mental retardation occurred before age 22); Maresh v. Barnhart, 438 F.3d 897, 900 (8th Cir.2006) (<HOLDING>). For the reasons described above, the ALJ Options: A. holding that circumstantial evidence existed supporting manifestation of the claimants mental retardation before age 22 including the claimants lowgrade dropout and participation in prior special education classes B. holding that the record was not inconsistent with mental retardation meeting section 1205 where the claimant dropped out in tenth grade obtained a ged and could read write add and subtract but had problems with multiplication and division C. holding that the alj erred in finding that the claimants mental retardation did not manifest itself before age 22 where the claimant attended special education classes dropped out of school in ninth grade had trouble with reading writing and math and had frequent fights with other children D. holding that the record did not belie the claimants iq of 58 where he attended special education classes did not live independently and dropped out of school at a low grade either in the sixth or eighth grade E. recognizing that texas courts have adopted the aamr definition of mental retardation providing that mental retardation must manifest before age of 18 years

assistant: The best answer is C. holding that the alj erred in finding that the claimants mental retardation did not manifest itself before age 22 where the claimant attended special education classes dropped out of school in ninth grade had trouble with reading writing and math and had frequent fights with other children
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has all requisite legal and corporate power to enter into, execute, deliver, and perform this Agreement and the Notes. All corporate and legal action on the part of the Company, its officers, directors and shareholders necessary for the execution and delivery of this Agreement and the Notes, the sale and issuance of the Notes and the performance of the Company’s obligations hereunder, and under the Notes, has been taken. This Agreement is, and upon issuance of the Notes will be, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights.

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: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 25, 2016; provided , however , that such termination will not 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: The Company shall use the proceeds from the sale of the Purchased Stock (i) to partially finance the Acquisitions and (ii) to repay, redeem or repurchase its Second Lien Notes in full, including any prepayment premiums in connection therewith, in accordance with the terms of the indenture governing such notes and, only to the extent of any excess, (x) to fund development of the Company’s existing and acquired oil and gas assets in Texas and (y) for general corporate purposes, including the payment of fees and expenses in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the 2015 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto, including, without limitation the Prior Agreement. The non-solicitation and non-competition provisions in this Agreement and in the 2015 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

assistant: Entire Agreements