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: This Release shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the exhibit attached hereto and as the same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there are no other or further agreements outstanding not specifically mentioned herein. Notwithstanding anything herein to the contrary, the engagement letter entered into by and between the Company and the Dealer-Manager, dated June 23, 2016, as amended (the “ Engagement Letter ”), shall continue to be effective and the term therein shall continue to survive and be enforceable by the parties thereto, in accordance with its terms.

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: Subtenant shall pay to Sublandlord, within two (2) business days from the later to occur of (i) Subtenant’s receipt of the Prime Landlord’s Consent (as hereinafter defined), and (ii) execution and delivery by Subtenant and Sublandlord of this Termination Agreement, the amount of $1,000,000.00, as consideration for Sublandlord’s permitting the early termination of the Sublease. Subtenant shall surrender and yield up the Sublease Premises in “broom clean” condition, free of all occupants and personal property and otherwise in substantially the same condition as exists on the Effective Date hereof. Notwithstanding anything to the contrary contained in the Sublease, the parties hereby agree that Sublandlord shall be solely responsible, at Sublandlord’s sole cost and expense, for the removal and restoration of the two (2) UPS Units and the rooftop condenser and associated refrigerant piping (collectively, the “ Required Removables ”) which is required pursuant to Exhibit C of the Consent, and that Subtenant shall have no further responsibility for the removal or reimbursement for the removal of the Required Removables. In the event the Prime Landlord brings a claim or demand as against Subtenant for any liabilities associated with the Required Removables, Sublandlord agrees to indemnify Subtenant and the Subtenant Released Parties from and against all claims, demands and liabilities associated with the same. Subtenant hereby agrees that all of the furniture listed on Exhibit A shall remain in the Subleased Premises upon the termination of the Sublease. On or before the Accelerated Expiration Date, Subtenant agrees to provide Sublandlord with an executed bill of sale in the form attached hereto as Exhibit A-1 for that furniture listed on Exhibit A .

assistant: Payments
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: although snap group limited reserves the right to review all content that appears on the services and to remove any content that violates these terms , we do not necessarily review all of it .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 12.6 subject to paragraphs 12.3 - 12.5 above , skype 's total liability to you under or in connection with these terms ( whether in contract , tort ( including negligence ) or any other theory of liability ) ) shall not exceed in aggregate the amount paid by you for the products in the 12 month period immediately prior to the date of the event giving rise to the relevant claim , subject to a maximum of five thousand euros in all cases .

assistant: Limitation of liability
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: (b) or (c), whatever the division is determined to be between Angelos and the United States, it will have nought remaining of the $54,646.34 of which it can avail itself. This will probably be true notwithstanding the result of the additional factual determination regarding the amount of the tax lien. That determination becomes necessary because the original tax liens filed on February 13,1975 for the tax periods ending December 31, 1971 and 1972 were withdrawn or discharged on December 10,1976. On August 29, 1975 they were refiled with accumulated interest, along with additional liens for the tax periods ending December 31, 1973 and 1974. None of these liens were presented evidentiarily to the court; however, it is apparent from the colloquys between court and counsel in the record (<HOLDING>) that both court and counsel were aware of Options: A. holding that the court had jurisdiction despite a remand to the bankruptcy court for entry of an order allocating the amount and extent of tax liens B. recognizing the substantial body of case law discussing distinction between preliminary and postliminary activities on the one hand and principle activities of employment on the other C. recognizing the liens on the one hand and representing that the tax claim had been released on the other D. holding that congress has made it clear in amending section 522 that a lien will be deemed to impair an exemption even when there is no equity in the property if the sum of all the liens on the property and the hypothetical value of the exemption without liens exceeds the value of the debtors interest in the property in the absence of liens E. recognizing a traditional distinction between the public and governmental acts of sovereign states on the one hand and their private and commercial acts on the other

assistant: The best answer is C. recognizing the liens on the one hand and representing that the tax claim had been released on the other
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: insurance on the mortgaged property, the mortgagee has an equitable lien on insurance proceeds resulting from a property loss. Knapp v. Victory Corp., 279 S.C. 80, 302 S.E.2d 330, 331 (1983); Blackwell v. State Farm Mut. Auto. Ins. Co., 237 S.C. 649, 118 S.E.2d 701, 704 (1961) (citing Farmers’ & Merchants’ Nat’l Bank of Lake City v. Moore, 135 S.C. 391, 133 S.E. 913 (1926); Swearingen v. Hartford Ins. Co., 52 S.C. 309, 29 S.E. 722 (1898); 135 S.C. 391, 133 S.E. 913, 47 A.L.R. 1001; Annotation, 92 A.L.R. 559 (1934)). Both the first and second mortgage executed by Defendant Riley contain clauses requiring Defendant Riley to maintain insurance on the property, and the Nationwide policy listed Plaintiff as a loss payee. South Carolina law recognizes, up 7 S.C. 649, 118 S.E.2d 701 (1961) (<HOLDING>); Cromer v. Cromer, 293 S.C. 360, 360 S.E.2d Options: A. holding in a dispute between first and second mortgagee regarding entitlement to insurance proceeds that because both mortgages required the mortgagor to maintain insurance on the property both mortgagees had a claim to the proceeds and that the first mortgagee was entitled to recover a portion of the proceeds to the extent of the insured amount with the second mortgagee to recover the remainder B. holding that foreclosure of prior mortgage extinguished second mortgage C. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage D. holding that a bank holding a chattel mortgage on an automobile damaged in a collision had an equitable lien in insurance proceeds because the mortgage required mortgagor to insure the vehicle and name mortgagee as a loss payee E. holding that in a case in which an omitted junior mortgagee foreclosed its mortgage the junior mortgagee had the absolute right to redeem from the senior mortgagee who had purchased the property at a sale following foreclosure of the senior mortgage

assistant: The best answer is D. holding that a bank holding a chattel mortgage on an automobile damaged in a collision had an equitable lien in insurance proceeds because the mortgage required mortgagor to insure the vehicle and name mortgagee as a loss payee
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: To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( “ ERISA ” ) that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ” ); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “ accumulated funding deficiency ” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii) above, as would not have 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: F.2d 504, 508 (8th Cir.1983). Simply stated, a house with a source of energy for heat and air conditioning is worth more than one without such a source. A gas line, although it serves as a conduit, also is a valuable improvement. The availability of another form of energy, as valuable as it may be, does not prevent a gas line from being an improvement. As this Court has recognized, the Legislature intended that N.J.S.A. 2A:14-1.1 should apply “to all who can, by a sensible reading of the words of the act, be brought within its ambit.” Rosenberg, supra, 61 N.J. at 198, 293 A.2d 662. As a permanent improvement to a home, a gas line constitutes an improvement within the meaning of the statute. Our analysis comports with that of other jurisdictions. See Van Den Hul, supra, 716 F.2d at 508 (<HOLDING>); Delgadillo v. City of Socorro, 104 N.M. 476, Options: A. recognizing that water rights constitute a real property interest B. holding that a tax appeal on real property is a lien on the real estate and not a personal obligation of the landowner C. holding that forfeiture of real property may be adjudicated before the seizure occurs because real property cannot abscond D. holding that plaintiffs may have a property interest in real property E. holding that utility line improves real property

assistant: The best answer is E. holding that utility line improves real 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: The parties agree that, subject to the terms hereof, the Executive shall serve as Co-Chief Executive Officer of the Company and a member of its Board of Directors, after the Effective Date hereof in accordance with the terms and conditions set out in this Amended Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Stockholder hereby agrees that Parent may publish and disclose in any proxy materials (including all documents and schedules filed with the SEC), Stockholder’s identity and ownership of the Shares and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement with any filing made by Parent with the SEC relating to the Proposed Transaction. Stockholder agrees to notify Parent promptly of any additional Shares of which Stockholder becomes the record or beneficial owner after the date of this Agreement.

assistant: Further Assurances
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 [____], 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: In the event of a “Change in Control” (as defined below) of the Company prior to the repayment or conversion of this Note (as provided herein), all outstanding principal and unpaid accrued Interest due on this Note shall, subject to Section 2.5, convert into that number of shares (the “ Shares ”) of common stock, par value $0.01 per share, of the Company (“ Common Stock ”) as is determined by dividing such outstanding Principal Amount and accrued Interest by $0.10 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations) (the “ Conversion Price ”), or such other securities on terms and conditions agreed upon by the Company and the Requisite Purchasers (as defined below). For purposes of this Note, a “ Change in Control ” shall be deemed to be occasioned by, and to include, (i) a merger or consolidation in which (x) the Company is a constituent party or (y) a subsidiary of the Company is a constituent party and, in each case, the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation, or (ii) a sale of all or substantially all of the assets of the Company. Notwithstanding the above, a financing or reincorporation transaction for purposes of changing the Company’s state of incorporation shall not be deemed a Change in Control transaction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Stock Appreciation Right granted in connection with an Option shall entitle the holder thereof, upon exercise of the Stock Appreciation Right or any portion thereof, to receive payment of an amount computed pursuant to Section 7(b)(3).

assistant: Payments
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: excuse as unreasonable, and acts that are performed for an improper purpose as wrongful, we conclude that the facts found by [the lower court] encompassed the concept of malice as used in § 523(a)(6).”). The Bankruptcy Court found that Mar-gulies’s actions were malicious because Margulies offered no excuse for injuring Hough, and held that Margulies’s decision to drive towards Hough in order to force him out of the way was in derogation of “commonly accepted duties in the ordinary relationships among people.” 2013 WL 2149610, at *4 (internal citation omitted). Its decision that the record supported a finding of malice may ultimately prove to be correct. However, in reaching this decision, the Bankruptcy Court relied upon its finding that Margulies acted willfully to injure Hough. Id. (<HOLDING>). Because the Bankruptcy Court’s finding of Options: A. holding that the trial court did not err in prohibiting a witness from testifying that the defendant was weakminded because the answer would have been immaterial as weakness of mind would not have constituted a defense nor excused the crime B. holding that an alien must be released unless the government demonstrates at a bond hearing that the alien poses a risk of flight or a risk of danger to the community C. holding that risk must be measured at the time the lawsuit is filed D. holding that parents of minor child waived physicianpatient privilege of child by putting childs medical condition at issue E. holding that marguliess expectation that hough would blink first hardly excused his act of putting hough at such risk

assistant: The best answer is E. holding that marguliess expectation that hough would blink first hardly excused his act of putting hough at such risk
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: have found the statute of limitations begins to run: (i) at the time of arrest, see Wallace v. City of Chicago, 471 F.Supp.2d 894, 898 (N.D.Ill.2004) (applying Illinois law, and holding that the statute of limitations on a false imprisonment claim begins to run at the time false imprisonment begins); Leatherwood v. Key West, 347 So.2d 441, 442 (Fla.App.1977) (“The cause of action for false arrest and imprisonment accrued on the day of plaintiffs arrest .... ”), cert. denied, 358 So.2d 131 (Fla.1978); Brooks v. Pennington, 995 So.2d 733, 737 (Miss.Ct.App.2007) (stating that “a complaint for false arrest and false imprisonment accrues on the date of arrest.”); (ii) at the time of arraignment or when legal process is initiated, see Johnson v. Blackwell, 885 N.E.2d 25, 31 (Ind.Ct.App.2008) (<HOLDING>); Dunn v. Felty, 226 S.W.3d 68, 72 (Ky.2007) Options: A. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present B. holding that a cause of action for illegal arrest and false imprisonment accrued at the time plaintiff was released from his alleged illegal restraint and not when the proceedings by which his arrest occurred terminated C. holding that johnsons cause of action for false imprisonmentfalse arrest accrued when he was bound over for trial in march 2003 and not when he was arrested in february 2003 or when he was released in 2006 D. holding that under royer the defendant was arrested when he was prevented from boarding his plane placed in handcuffs involuntarily transported in restraints to an official holding area some distance from the place of the original stop confined to a small interrogation room and kept there under observation for more than a momentary period yet he was never informed how long he would be detained nor told that he was not under arrest E. holding there was enough evidence to find the defendant abandoned his child when he claimed to have knowledge of cpss involvement he admitted that for periods of two years and six months he did not attempt any contact with his child and from the date he canceled a home study until the petition was filed he did not attempt to contact the child or cps or provide support even when he was out of jail

assistant: The best answer is C. holding that johnsons cause of action for false imprisonmentfalse arrest accrued when he was bound over for trial in march 2003 and not when he was arrested in february 2003 or when he was released in 2006
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: Pieris shall maintain, and shall, if applicable, cause its Affiliates to maintain, complete and accurate records of Products that are sold, leased or transferred under this Agreement, any amounts payable to Enumeral in relation to such Products, which records shall contain sufficient information to permit Enumeral to confirm the accuracy of any reports or notifications delivered to Enumeral under Section 5.1. Pieris and its Affiliates, as applicable, shall retain such records relating to a given Calendar Quarter for at least [***] years after the conclusion of that Calendar Quarter, during which time Enumeral will have the right, at its expense, to cause an independent, certified public accountant to inspect such records of Pieris during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Pieris’ compliance with the terms hereof. Such accountant or other auditor, as applicable, shall not disclose to Enumeral any information other than information relating to the accuracy of reports and payments delivered under this Agreement. The Parties shall reconcile any underpayment or overpayment within [***] days after the accountant delivers the results of the audit. If any audit performed under this Section 5.3 reveals an underpayment in excess of [***] in any calendar year, Pieris shall reimburse Enumeral for all amounts incurred in connection with such audit. For avoidance of doubt, Enumeral shall not have the right to audit or inspect Sublicensee(s) directly but may audit or inspect any applicable materials received from Sublicensee and in the possession of Pieris. Pieris, however, shall audit Sublicensees and require royalty and milestone reports in connection with any Sublicense. Enumeral may exercise its rights under this Section 5.3 only once every 12-month period and only with reasonable prior notice.

assistant: Records
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: airbnb may , without prior notice , remove or disable access to any member content that airbnb finds to be in violation of these terms or airbnb 's then-current policies or standards , or otherwise may be harmful or objectionable to airbnb , its members , third parties , or property .

assistant: Content removal
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: Seller represents and warrants that (i) to its knowledge, it holds good and marketable title in fee simple to the Property, (ii) all closing documents signed by Seller will be valid, authorized and binding upon Seller, (iii) to its knowledge, no outstanding contracts, fees, debts or liens exist on the Property (except mortgage liens to be satisfied at closing and other items related to the development of the Property); and (iv) to its knowledge, there are no leases or third-party rights/interests on the Property and Seller is in sole possession. These representations and warranties of Seller shall be evaluated by Buyer during its title review and shall not create any obligations of Seller or rights of Buyer, outside of those specified in Paragraph 5 of this Agreement.

assistant: Warranties
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: some advertising or other messaging content we provide will be based upon information provided by third parties , and we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages .

assistant: Limitation of liability
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: Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant's finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (" Tenant's Accountant "), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records with respect to the Statement at Landlord's offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant's agents must agree in advance to follow Landlord's reasonable rules and procedures regarding inspections of Landlord's records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant's failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant's receipt of such Statement shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the " Accountant ") selected by Landlord and subject to Tenant's reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant's the cost of the Tenant's Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant's sole right to inspect Landlord's books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6 , and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

assistant: Records
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 irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the state of New York sitting in New York County and the United States District Court for the Southern District of New York, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the fullest extent permitted under applicable law, in such Federal courts.

assistant: Jurisdictions
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, in turn, exercise the powers delegated to them by the district courts pursuant to 28 U.S.C. § 157. Under § 157, a bankruptcy court’s authority to enter a final order or judgment depends on whether a case is categorized as a core proceeding or non-core proceeding. See § 157(b)-(c). Bankruptcy courts have authority to enter final orders and judgments in “core proceedings arising under [Tjitle 11, or arising in a case under [Tjitle 11.” § 157(b)(1). Bankruptcy courts may also hear non-core proceedings that are “otherwise related to a case under [Tjitle 11,” but they may not enter final orders in these related non-core cases unless all parties consent. See § 157(c)(1). See also Wellness Int’l Network, Ltd. v. Sharif, — U.S. -, 135 S.Ct. 1932, 1941-42, 191 L.Ed.2d 911 (2015) (<HOLDING>) (citation and internal quotation marks Options: A. holding that in a noncore proceeding a bankruptcy court may enter final orders with the consent of all the parties to the proceeding B. holding that under article iii litigants may validly consent to adjudication by bankruptcy courts over claims governed by stern v marshall 564 us 462 503 131 sct 2594 180 led2d 475 2011ie claimsj designated for final adjudication in the bankruptcy court as a statutory matter but prohibited from proceeding in that way as a constitutional matter C. holding that a proceeding that by its nature could arise only in the context of a bankruptcy case is a core matter subject to the jurisdiction of the bankruptcy court D. holding that the bankruptcy courts jurisdiction to adjudicate common law claims violated article iii without deciding the claims E. holding that bankruptcy court may issue proposed findings and conclusions in a core proceeding over which the bankruptcy court does not have constitutional authority

assistant: The best answer is B. holding that under article iii litigants may validly consent to adjudication by bankruptcy courts over claims governed by stern v marshall 564 us 462 503 131 sct 2594 180 led2d 475 2011ie claimsj designated for final adjudication in the bankruptcy court as a statutory matter but prohibited from proceeding in that way as a constitutional matter
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 has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See id. ¶¶ 29-37. As the Supreme Court recently explained in a similar context, a plaintiff pursuing a “state-law action for breach of contract” could allege, “for atmospheric reasons,” that the defendant’s conduct also contravened federal law. See Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Manning, - U.S. -, 136 S.Ct. 1562, 1568, 194 L.Ed.2d 671 (2016); id. at 1574-75 (extending Grable test for § 1331 “arising under” jurisdiction to alleged violations of Section 27 of the Securities Exchange Act of 1934). Such a “hypothetical suit” would not arise under federal law, however, “because the plaintiff can get all the relief he seeks just by showing the breach of an agreement,” without proving that the defendant violated federal law. Id. at 1569; accord Flying Pigs, 757 F.3d at 182 (<HOLDING>). In other words, the hypothetical Options: A. holding that a state securities claim which alleged federal mail wire and securities violations as the predicate acts did not arise under federal law and thus did not create federal jurisdiction B. recognizing that every theory of relief must raise federal issue for claim to arise under federal law C. holding that just because a claim implicates a federal issue or involves construction of federal law does not necessarily give rise to a federal question and confer removal jurisdiction on a federal court D. holding that merely alluding to federal law does not raise a federal question E. holding that federal law governs res judicata effect of an earlier federal judgment based on federal law

assistant: The best answer is B. recognizing that every theory of relief must raise federal issue for claim to arise under federal 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 case excerpt and choose the best holding from the options. Case excerpt: CURIAM. . Appellant, Coty Williams, appeals the summaiy denial of his Florida Rule of Criminal Procedure 3.850 motion for post-conviction relief, which alleged multiple grounds for relief. We find that Williams is entitled to an opportunity to amend 'His third and fifth grounds for relief. See Spera v. State, 971 So.2d 754, 761 (Fla. 2007) (<HOLDING>); see also Ferris v. State, 996 So.2d 228, 229 Options: A. holding defendant was not barred from raising sentencing issue in rule 3850 motion by virtue of prior rule 3850 motion which did not raise any sentencing issues B. holding that a plaintiff should be allowed to amend the complaint to add a claim C. holding that defendants 3850 motion for postconviction relief was procedurally barred as successive where the defendants current rule 3850 motion is one that could have or should have been raised in his first rule 3850 motion D. holding that rule 3850 motion was not time barred where the order did not place any time limitation on when the defendant would refile his rule 3850 motion E. holding that a defendant who files a legally insufficient rule 3850 motion for failing to meet pleading requirements should be allowed at least one opportunity to amend

assistant: The best answer is E. holding that a defendant who files a legally insufficient rule 3850 motion for failing to meet pleading requirements should be allowed at least one opportunity to amend
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: making mistakes. Thus, any prejudice against the Defendant was at best minimal and could have been turned to the Defendant’s advantage by his counsel. Even if any prejudice did result, it most certainly did not permeate the entire trial and impact the result as it appears only once in the transcript and never was mentioned later during the trial. See United States v. Beckett, 706 F.2d 519, 520 (5th Cir.1983) (“Prosecutorial misconduct, fortunately occurring only occasionally, mars any trial in which it occurs and gives grounds for appeal. But a conviction should not be set aside if the prosecutor’s conduct, however, wrongful, did not in fact contribute to the guilty verdict and was, therefore, legally harmless.”); see also United States v. Bermea, 30 F.3d 1539, 1563-66 (5th Cir.1994) (<HOLDING>). This ground for a new trial, therefore, is Options: A. holding that prosecutors direct comments on a defendants failure to testify were not cured by subsequent inclusion in the jury charge of an instruction regarding the defendants right not to testify B. holding that trial judges admonition of the jury to disregard prosecutors comments on the defendants failure to testify did not cure the error C. holding that prosecutors allegedly improper closing arguments regarding burden of proof defendants failure to testify and other allegations did not case serious doubt upon the correctness of the jury verdict or the fairness of the trial D. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify E. holding that any potential prejudice regarding burdenshifting is diminished by the prosecutors statement that the burden of proof is the governments and the courts explicit instructions regarding the burden of proof in the jury charge

assistant: The best answer is C. holding that prosecutors allegedly improper closing arguments regarding burden of proof defendants failure to testify and other allegations did not case serious doubt upon the correctness of the jury verdict or the fairness of the trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to almost no scrutiny. I concur to emphasize that in the context of Rule 35(b) it should be the latter. Let me explain. At the time a Rule 35(b) motion is filed, a final sentence order has been entered. Independently of Rule 35(b), the sentencing order itself is subject to appellate review, both as to its constitutionality and its compliance with the West Virginia Rules of Criminal Procedure and the applicable statutory provisions. But, we also describe the stándard of review used to review the final sentencing order as an abuse of discretion. It creates a paradox to foist another “abuse of discretion” standard on a circuit court whose response may very well be “the sentence I impose during trial was appropriate.” See, United States v. DeCologero, 821 F.2d 39, 41 (1st Cir.1987) (<HOLDING>); accord, United States v. Smith, 650 F.2d 206, Options: A. holding that the federal expert witness compensation rules are in direct conflict with the state rules even when the state rules allow for a greater recovery B. holding that rule 35c like the preguidelines versions of rule 35 interpreted by our kennedyjordan line of cases authorizes the district court only to correct its sentencing errors C. holding that on appeal an appellate court does not have the right to weigh the evidence and decide the issue on the basis of its weight the courts duty goes no further than to determine whether the record contains any evidence tending to support the finding D. holding that the function of the preguidelines rule 35b of the federal rules was merely to allow the district court to decide if on further reflection the sentence seems unduly harsh E. holding that the function of the trial court on a motion for summary judgment is to determine whether issues of fact exist and not to decide the merits of the issues themselves

assistant: The best answer is D. holding that the function of the preguidelines rule 35b of the federal rules was merely to allow the district court to decide if on further reflection the sentence seems unduly harsh
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 Parent and Purchaser Sub has all requisite corporate power and authority, and has taken all corporate or other action necessary, to execute and deliver the Transaction Agreements, to perform its obligations thereunder and to complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Purchaser Sub enforceable against each of Parent and Purchaser Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: available only if the violation of state law “raises federal constitutional problems.” Wilcox v. Ford, 813 F.2d 1140, 1145 n.7 (11th Cir.1987). Thus, whether or not the state court erred under Alabama law in its rulings at Davis’ trial is “largely beside the point” in the court’s analysis. Jammed v. Van de Kamp, 926 F.2d 918, 920 (9th Cir.1991). IV. DISCUSSION Davis seeks habeas corpus relief as to his sentence of death based upon the Supreme Court’s recent decision in Roper, supra, and the court addresses this claim first. Davis also has raised and briefed six constitutional guilt-phase claims attacking the validity of his judgment of conviction which the court will address in the order in which the claims are asserted by Davis. See Clisby v. Jones, 960 F.2d 925, 936 (11th Cir.1992) (<HOLDING>). A. Davis’Sentence of Death This case no Options: A. holding that district court must resolve all claims for relief premised on alleged constitutional violations which are raised in a petition for writ of habeas corpus whether habeas relief is granted or denied B. holding that managing conservator while in texas to seek return of child by writ of habeas corpus may not be served with civil process and is subject to jurisdiction of court in which habeas corpus is pending and only for purpose of prosecuting writ of habeas corpus C. holding that a petition for review is an adequate substitute for habeas corpus D. holding that federal habeas corpus relief does not lie for errors of state law E. holding that habeas claim not included in petition and never raised by petitioner before the district court as basis for habeas relief is procedurally defaulted

assistant: The best answer is A. holding that district court must resolve all claims for relief premised on alleged constitutional violations which are raised in a petition for writ of habeas corpus whether habeas relief is granted or denied
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: Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit plan, program, policy or practice provided by the Company or any Affiliate and for which the Executive may qualify (except with respect to any benefit to which the Executive has waived the Executive’s rights in writing), including, without limitation, any and all indemnification arrangements in favor of the Executive (whether under agreements or under the Company’s or any Affiliate’s charter documents or otherwise), and insurance policies covering the Executive, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreement entered into after the Effective Date with the Company or any Affiliate. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any benefit, plan, policy, practice or program of, or any contract or agreement entered into with, the Company or any Affiliate shall be payable in accordance with such benefit, plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. At all times during the Executive’s employment with the Company or any Affiliate and thereafter, the Company or any such Affiliate shall provide the Executive with indemnification and director and officer insurance insuring the Executive against insurable events which occur or have occurred while the Executive was a director or executive officer of the Company or any Affiliate, on terms and conditions that are at least as favorable as that then provided to any other current or former director or executive officer of the Company or any its Affiliates.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Department had notice of the defec tive condition of the tree and of the danger the tree posed to persons and property in its vicinity. In South Carolina, as elsewhere, a public authority, such as the Department, is liable for damages caused by the fall of a tree standing within the limits of or in close proximity to its highway, provided the public authority had notice, or in the exercise of reasonable care should have been informed, that the condition of the tree was such as to make it hazardous to persons or property in the immediate vicinity. 39 Am. Jur. (2d) Highways, Streets, and Bridges § 541 at 947-48 (1968); Annot., 95 A.L.R. (3d) 778 at 789-95 (1979); Annot., 14 A.L.R. (2d) 186 at 203 (1950); see Inabinett v. State Highway Department, 196 S. C. 117, 12 S. E. (2d) 848 (1941) (<HOLDING>). In addressing the issue of notice, we must Options: A. holding a landowner not liable for an accident on a country road caused by a tree which fell from the landowners property B. holding that a subsequent abandonment of a public rightofway over such a road has no effect on a private easement owned by an abutting landowner C. holding the department liable for the fall of a tree that stood on private property abutting a highway D. holding that property owner still has relief in the form of the return of his property though condemnation was complete and a highway was constructed across the property E. holding that city may by ordinance require abutting landowner to repair sidewalk but that the abutting landowner is not liable in an action in tort for injuries

assistant: The best answer is C. holding the department liable for the fall of a tree that stood on private property abutting a highway