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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of state law disputes between instate defendants. See Gibbs, 383 U.S. at 726, 86 S.Ct. 1130 (“Needless decisions of state law should be avoided both as a matter of comity and to promote justice between parties, by procuring for them a surer-footed reading of applicable law.”); see also Baggett v. First Nat’l Bank, 117 F.3d 1342, 1353 (11th Cir.1997) (“State courts, not federal courts, should be the final arbiters of state law.”); Hudson v. Cent. Ga. Health Servs., No. 5:04-cv-301, 2005 WL 4145745, at *10 (M.D.Ga. Jan. 13, 2005) (“[I]t is preferable for the courts of Georgia to make rulings on issues of Georgia law rather than to have federal courts do so, even when those federal courts are in Georgia.”).; cf. Pintando v. Miami-Dade Hous. Agency, 501 F.3d 1241, 1243-44 (11th Cir.2007) (<HOLDING>). The convenience and fairness factors do not Options: A. holding that the federal district courts dismissal of the plaintiffs federal claims deprived the court of its jurisdiction over the remaining state law claims arising from the same incident B. holding that a federal court litigant who is forced into state court under pullman may reserve a right to return to federal court in that the plaintiff can preserve the right to the federal forum for federal claims by informing the state court of his or her intention to return following litigation of the state claims in the state court 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 in nonremoved cases the district court must dismiss a federal question case if the plaintiff later drops its federal claims E. holding that federal express despite the use of the word federal in its name is not a federal agency and therefore cannot be sued in this court

assistant: The best answer is D. holding that in nonremoved cases the district court must dismiss a federal question case if the plaintiff later drops its federal claims
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: WL 6231727, at *2 (6th Cir. Dec. 3, 2013) (en banc) (Nos. 12-5226, 12-5582) (<HOLDING>). We dispense with oral argument because the Options: A. holding that 10512a does not provide for individual liability because it does not include any of the phrases that so clearly provide a basis for individual liability under other subparts of lad B. holding professional rules do not provide basis for civil liability C. holding that fraudulent oral misrepresentation of the level of benefits does not provide the basis for a nonpreempted claim even though erisa may also provide no remedy D. holding that it is not E. holding that 1 the fsajs new mandatory minimums do not apply to defendants sentenced before it took effect 2 3582c2 does not provide a vehicle for circumventing that interpretation and 3 the constitution does not provide a basis for blocking it

assistant: The best answer is E. holding that 1 the fsajs new mandatory minimums do not apply to defendants sentenced before it took effect 2 3582c2 does not provide a vehicle for circumventing that interpretation and 3 the constitution does not provide a basis for blocking it
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 of the Company, and the Grantee’s membership on the Company’s Board of Directors ends on or after the Change in Control but prior to the last day of the Restrictive Period, then notwithstanding any conditions or restrictions contained in this Agreement, the Restrictive Period shall terminate as to all Award Shares not previously released.

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 case excerpt and choose the best holding from the options. Case excerpt: contingencies that might arise.” ’ Fearson v. State, 662 So.2d 1225, 1226 (Ala.Cr.App. 1995) (quoting Minnifield v. State, 439 So.2d 190, 192 (Ala.Cr.App.1983) (‘[w]e do not consider that ineligibility to earn CIT [Correctional Incentive Time] is a direct consequence of a guilty plea as to which a defendant must be advised before entering a plea’)); Oyekoya v. State, 558 So.2d 990, 991 (Ala.Cr.App.1989) (“‘[W]e hold that potential deportation is a collateral consequence of a guilty plea. Accordingly, we find no error in the sentencing court’s failure to inform Romero-Vilca in the Rule 11 Colloquy of his possible deportation.” ’) (quoting United States v. Romero-Vilca, 850 F.2d 177, 179 (3d Cir.1988)); Minnifield v. State, 439 So.2d 190, 192 (Ala.Cr.App.1983).” Danzey, 703 So.2d at 1020 (<HOLDING>). Although this court recognized just a few Options: A. holding that potential civil commitment under a state statute was a collateral consequence of pleading guilty B. holding that the sanction of deportation is a collateral not direct consequence of a guilty plea C. holding that the court had no duty to warn defendants about the possibility of deportation as a collateral consequence of conviction D. holding that being subjected to dna testing was a collateral consequence of conviction having no bearing on defendants sentence so that he was not entitled to be informed of dna testing before pleading guilty E. holding that enhancement of sentence after violation of probation was collateral rather than direct consequence of plea

assistant: The best answer is D. holding that being subjected to dna testing was a collateral consequence of conviction having no bearing on defendants sentence so that he was not entitled to be informed of dna testing before pleading guilty
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, the Addendum, the Stockholders’ Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

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: Promptly following receipt of an invoice therefore, the Partnership shall reimburse the Lead Purchaser for the reasonable fees and expenses of Schulte Roth & Zabel, LLP of up to $200,000; provided , that for U.S. federal income tax purposes, the reimbursements described in Section 8.01 are, and will be treated by the parties as, adjustments to the Purchase Price paid by the Purchasers for the Purchased Units. All other costs and expenses, including fees and disbursements of financial advisers and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Following the Committee’s determination in accordance with subsection (b) above, shares of Common Stock or, as determined by the Committee, the cash equivalent of such shares, shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his or her legal representative, in an amount equal to such individual’s earned Other Stock-Based Award. Notwithstanding the foregoing, the Committee may (i) award an amount less than otherwise would be provided under the applicable level of attainment of the performance goals or (ii) subject the payment of all or part of any Other Stock-Based Award to additional vesting, forfeiture and deferral conditions, in each case, as it deems appropriate.

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: only his or her liability and does not extinguish the liability of the other joint tort-feasors from whom contribution is sought.”); The Doctors Co. v. Vincent, 120 Nev. 644, 98 P.3d 681, 683 (2004) ("[A] joint tortfeasor seeking to perfect a contribution claim in the context of a settlement must first extinguish the liabilities of the other joint tortfeasors against whom contribution recovery is sought.”); Husni v. Meden, 94 Ohio App.3d 465, 640 N.E.2d 1207 (1994) (barring contribution claim where release did not extinguish joint tortfeasor’s liability); Schuman v. Vitale, 144 Pa. Cmwlth. 560, 602 A.2d 390 (1992) (same); G & P Trucking v. Parks Auto Sales Service & Salvage, Inc., 357 S.C. 82, 591 S.E.2d 42 (Ct.App.2003) (same); Kirk v. Moe, 114 Wash.2d 550, 789 P.2d 84 (1990) (<HOLDING>). 10 . In fact, this concept was articulated in Options: A. recognizing right of contribution against joint tortfeasor where release is obtained on his behalf B. recognizing necessity of release of joint tortfeasor against whom contribution is sought C. recognizing a right to contribution D. recognizing ability of one or more joint tortfeasors to settle on behalf of themselves and another joint tortfeasor and then pursue that joint tortfeasor for its share of the settlement payment E. holding that contribution will lie where no statute precludes recovery from the joint tortfeasor against whom contribution is sought

assistant: The best answer is A. recognizing right of contribution against joint tortfeasor where release is obtained on his behalf
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any agreement on the part of a Party to any extension or waiver of any provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by a Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party (at its expense) shall obtain, or cooperate with Agent to obtain, agreements, documents, instruments, and papers (all in Proper Form) as Agent may from time to time request to attach or preserve the attachment, and to perfect or preserve the perfection and priority, of Agent’s security interests granted under the Loan Documents (including, landlord subordination agreements, creditor and mortgagee subordination agreements, and Lien release documents). Borrower hereby appoints and empowers Agent or its representatives, as its attorney‑in‑fact, to execute and/or endorse (and file, as appropriate) on its behalf any documents, agreements, papers, checks, financing statements and other documents which, in Agent’s sole judgment, are necessary to be executed, endorsed and/or filed in order to (a) perfect or preserve the perfection and priority of Agent’s security interests granted under the Loan Documents and (b) collect or realize upon the Collateral or otherwise exercise its rights and remedies under any of the Loan Documents or applicable Law.

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: No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written statements furnished to the Lenders by or on behalf of any Credit Party or any of its Subsidiaries for use in connection with the transactions contemplated hereby (other than projections and pro forma financial information contained in such materials) contains any untrue statement of a material fact or omits to state a material fact (known to any Credit Party, in the case of any document not furnished by any of them) necessary in order to make the statements contained herein or therein, taken as a whole, not misleading in any material manner in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Credit Parties to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and that such differences may be material. There are no facts known to the Credit Parties (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of facts that would impose a negligence duty on Bren-Tex to warn the Hensens of dangers concerning the used tractor’s lack of a ROPS or to inform the Hensens of the benefits, importance, and availability of a ROPS for this tractor. This alleged negligence duty arguably might be based on section 388 or section 401 of the Restatement (Second) of Torts. See Restatement (Second) of ToRts §§ 388, 401 (1966). Whether based on one of these sections or some other source, there was no evidence Bren-Tex owed such a negligence duty in this case because Massey presented no evidence the average user of a tractor would not recognize the dangers of using a tractor without a ROPS or the benefits and availability of a ROPS. See Sauder Custom Fabrication, Inc. v. Boyd, 967 S.W.2d 349, 349-51 (Tex.1998) (<HOLDING>); Caterpillar, Inc. v. Shears, 911 S.W.2d 379, Options: A. holding where there is no duty to defend there is no duty to indemnify B. holding that if a user actually knows of the danger a failure to warn cannot be a proximate cause of the injury C. holding there is no duty to warn of risks obvious to the average user of the product D. holding that no legal duty exists to warn of the health risks of alcohol consumption because such risks are common knowledge E. holding that the determination of whether a products dangers are obvious is made from the perspective of an ordinary user of the product rather than an ordinary person who is unfamiliar with the product

assistant: The best answer is C. holding there is no duty to warn of risks obvious to the average user of the product
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: Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement (it being understood and agreed that all insurance proceeds shall be subject to the security interest of the Administrative Agent to the extent set forth hereunder).

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: of this situation is evident in the instant complaint, which refrains from charging FFG with negligence.) The majority of jurisdictions that have visited this question have concluded similarly, although these cases typically involve adjusters with a lesser degree of control over the claims-handling process than displayed in the case at bar. See, e.g., Hamill v. Pawtucket Mut. Ins. Co., 179 Vt. 250, 892 A.2d 226, 230 (2005) (“We concur with the majority view that public policy considerations do not favor creating a separate duty on the part of independent adjusters that would subject them to common law tort actions by insureds who have suffered econo . Bayless & Roberts, Inc., 608 P.2d 281, 287-88 (Alaska 1980) (similar); cf. Bass v. Cal. Life Ins. Co., 581 So.2d 1087, 1090 (Miss.1991) (<HOLDING>). This writer is not entirely unsympathetic to Options: A. holding prison official must have acted with reckless disregard for the inmates safety B. holding that a adjuster can only incur independent liability when his conduct constitutes gross negligence malice or reckless disregard for the rights of the insured C. holding that personal liability will only be imposed on a superior for his reckless disregard of a deputys known dangerous propensities D. holding that cjulpable negligence is negligence of a gross and flagrant character which evinces a reckless disregard for the safety of others E. holding that ordinary negligence and gross negligence are not separate causes of action

assistant: The best answer is B. holding that a adjuster can only incur independent liability when his conduct constitutes gross negligence malice or reckless disregard for the rights of the insured
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 connection with this Agreement, the Former Employee agrees to reinstate his non-solicitation and non-competition obligations, as described in Sections 10(b) and 10(d) of the Amended and Restated Employment Agreement, but (i) subject to the modification in Section 4(c) of the Separation Agreement (excepting out certain Competitors), and (ii) with such non-competition obligations applicable and limited to potential competition in the “Auto Finance Business,” which for this purpose means the business of originating loans secured by or leases of automobiles and/or acquiring from automobile dealers retail installment contracts or leases, in each case originated in the United States; such reinstatement shall commence on the date of this Agreement and cease on July 2, 2019. For the avoidance of doubt, nothing contained herein shall be construed to provide or assert any constraints or restrictions on the Former Employee from the date such obligations originally expired in the Separation Agreement until the execution of this Agreement. Former Employee represents that he has not solicited any Employer Group Entity employee or former employee for potential employment in the Auto Finance Business since July 2, 2017.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement shall commence upon the closing of the Purchase (the “ Closing Date ”) contemplated by the Purchase Agreement, and continue until the one-year anniversary of the Closing Date (the “ Initial Term ”). The term of this Agreement may be earlier terminated pursuant to paragraph 18 of this Agreement or may be extended by the parties mutually entering into a written agreement extending the length of this Agreement. The period during which Contractor provides services under this Agreement shall be referred to as the “ Term .” The date upon which this Agreement terminates or expires pursuant to its term shall be referred to as the “ Termination Date .” Notwithstanding any provision in this Agreement to the contrary, this Agreement shall not take effect and shall be null and void, and neither party shall have any obligations under this Agreement if for any reason the Purchase is not consummated.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: AGCO shall not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character, whether now owned or hereafter acquired, except Permitted Liens.

assistant: Liens
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 notices required or permitted under this Agreement must be in writing and may be delivered personally or by mail, postage prepaid, addressed to (a) the Company at InnerWorkings, Inc., 600 West Chicago Avenue, Suite 850, Chicago, IL 60654, Attention: Corporate Secretary and (b) the Option Holder at the Option Holder’s address as shown on the Company’s payroll records, or to such other address as the Option Holder, by notice to the Company, may designate in writing from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to own, lease and operate its properties and to carry on its business as now being and as heretofore conducted. The Company is not qualified or licensed to do business as a foreign corporation in any other jurisdiction and neither the location of its assets nor the nature of its business requires it to be so qualified.

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 legal provision and list the applicable contract clause categories. Provision: This Guaranty may be executed in any number of counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Each Guarantor acknowledges and agrees that a telecopy transmission to the Administrative Agent or any Lender of signature pages hereto purporting to be signed on behalf of any Guarantor shall constitute effective and binding execution and delivery hereof by such Guarantor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement cancels and supersedes any and all prior agreements and understandings (whether written or oral) between the parties hereto with respect to the employment of Executive by the Company, any parent or predecessor company, and the Company’s subsidiaries during the Term, including the Prior Employment Agreements, but excluding (1) existing written contracts relating to compensation under equity compensation and employee benefit plans of the Company and its subsidiaries (including Executive’s outstanding Restricted Stock Unit Award, dated March 30, 2012, which shall continue to have its accelerated vesting provisions be governed by the prior termination of employment provisions of the Prior Employment Agreements), (2) the Non-Competition, Non-Solicitation and Non-Disclosure Agreement and (3) the Indemnification Agreement. This Agreement constitutes the entire agreement among the parties with respect to the matters herein provided, and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. Executive shall not be entitled to any payment or benefit under this Agreement which duplicates a payment or benefit received or receivable by Executive under such prior agreements and understandings or under any benefit or compensation plan of the Company. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any other compensation plans and agreements approved by the Company after the date of this Agreement, including plans or agreements providing for incentive compensation, equity compensation or employee benefits, the terms that are most favorable to Executive shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by electronic mail or facsimile copy) and shall be personally delivered or sent by registered mail, return receipt requested, or by courier or by electronic mail or facsimile, to each party hereto, at its address set forth on Schedule III hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, upon receipt, or in the case of overnight courier, two (2) days after being deposited with such courier, or, in the case of notice by electronic mail or facsimile, when electronic confirmation of receipt is obtained, in each case addressed as aforesaid.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the fullest extent permitted by law : ( i ) vimeo shall not be liable for any direct , indirect , incidental , special , consequential , or exemplary damages , including but not limited to damages for loss of profits , goodwill , use , data or other intangible losses ; and ( ii ) vimeo 's total liability to you shall not exceed the amounts paid by you to vimeo over the twelve ( 12 ) months preceding your claim ( s ) .

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: the district court selected an alternative sentence in accordance with our advice in Booker.”); United States v. Thompson, 408 F.3d 994, 997 (8th Cir.2005) ("Because the sentencing court made known that it would impose the same 420-month sentence after taking [the § 3553(a) ] considerations into .account, any error was harmless beyond a reasonable doubt.”); United States v. Becenti, 134 Fed.Appx. 256, 257 (10th Cir.2005) ("[T]he Sixth Amendment error here was harmless because the district court imposed an alternative sentence!,] • • • • and we are therefore not in the zone of speculation and conjecture regarding whether the error affected the court's selection of the sentence imposed.” (internal quotation marks omitted)); United States v. Robles, 408 F.3d 1324, 1328 (11th Cir.2005) (<HOLDING>); see also United States v. Hill, 411 F.3d 425, Options: A. holding statutory booker error was not harmless where district court imposed sentence in middle of guidelines range and there were no statements in the record reflecting that the court would have imposed the same or greater sentence under advisory guidelines B. holding a constitutional booker error harmless on the ground that because the district court stated its sentence would be the same even if the guidelines were only advisory we know with certainty beyond a reasonable doubt what the district court would do upon remand C. holding that booker constitutional error was harmless beyond a reasonable doubt because on remand the district court would have given defendant the same sentence D. holding that where a district court clearly indicates that an alternative sentence would be identical to the sentence imposed under the guidelines any error that may attach to a defendants sentence under booker is harmless E. holding that even without booker constitutional error in the district courts application of the guidelines there could be nonconstitutional error where the court applied the guidelines in a mandatory fashion

assistant: The best answer is B. holding a constitutional booker error harmless on the ground that because the district court stated its sentence would be the same even if the guidelines were only advisory we know with certainty beyond a reasonable doubt what the district court would do upon remand
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) The proceeds of the Loans will be used only for the purposes set forth in the introductory statements to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any and all payment processing services through or in connection with your use of the airbnb platform ( `` payment services '' ) are provided to you by one or more airbnb payments entities ( individually and collectively , as appropriate , `` airbnb payments '' ) as set out in the payments terms of service ( `` payments terms '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall (i) notify Buyer in writing promptly after learning of any Legal Proceeding initiated by or against the Company or any Subsidiary, or known by Seller to be threatened against the Company or any Subsidiary (a “ New Litigation Claim ”), (ii) notify Buyer of ongoing material developments in any New Litigation Claim and (iii) consult in good faith with Buyer regarding the conduct of the defense of any New Litigation Claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each of the other Loan Documents, taken together, constitute and contain the entire agreement of the Borrowers, the Lenders and the Administrative Agent and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof, but excluding the Fee Letter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contacts for the purposes of assessing whether a court can exercise personal jurisdiction consistent with due process, or whether a court can apply a state’s own law under choice-of-law analysis to a case consistent with due process. See Adventure Communications, 191 F.3d at 436 (noting a substantial overlap in analysis); Quill Corp. v. North Dakota, 504 U.S. 298, 112 S.Ct. 1904, 1909, 119 L.Ed.2d 91 (1992) (stating that due process “requires some definite link, some minimum connection, between state and the person, property or transaction it seeks to tax”). American Charities, 221 F.3d at 1216 (underlining added; footnote omitted). In sum, beyond any reasonable argument, the Florida Holocaust Victims Insurance Act is subject to review under the jurisdictional principle th Cir.1994) (<HOLDING>). These and other such cases leave no doubt Options: A. holding that when mississippi adopted a statute modeled after a georgia enactment decisions of the georgia courts did not bind mississippi courts in interpretation of the statute B. recognizing that under georgia law attorneys fees are allowed where authorized by statute or contract C. holding there was no jurisdiction in georgia in an action on a contract entered outside georgia by parties from outside georgia where the only georgia contact was that the contract called for the delivery of cargo in georgia D. recognizing twoyear statute of limitations for section 1981 claims filed in federal court in georgia E. holding unconstitutional the provision in a georgia abortion statute limiting abortions to georgia residents

assistant: The best answer is C. holding there was no jurisdiction in georgia in an action on a contract entered outside georgia by parties from outside georgia where the only georgia contact was that the contract called for the delivery of cargo in georgia
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: 13 plan. See 11 U.S.C. § 1325(a) (the protection of automatic stay is not listed as a requirement for confirmation of a Chapter 13 plan). The plain language of § 1325(a) mandates confirmation if Debtors meet the nine requirements set forth therein. Congress did not mandate the dismissal of a case or the denial of confirmation if the automatic stay terminated prior to confirmation pursuant to § 362(c)(3) or (4) and therefore the Court finds that the termination of the automatic stay does not necessarily deprive a debtor of the right to continue under Chapter 13, obtain confirmation of a plan, and ultimately obtain a discharge if the debtor complies with the terms of the plan. See United States v. Ron Pair Enterprises, Inc., 489 U.S. 235, 241, 109 S.Ct. 1026, 103 L.Ed.2d 290 (1989) (<HOLDING>). In addition to the ability of a debt- or to Options: A. holding that circuit courts failure to apply statute according to its clear and unambiguous terms amounted to failure to apply clearly established law B. holding that courts should not substitute their judgment for that of the directors of a corporation C. recognizing court must enforce unambiguous contract according to its terms D. holding that when a statutes terms are clear and unambiguous on their face there is no room for statutory construction and a court must apply the statute according to its literal meaning E. holding that when the language of a statute is clear courts should not substitute their judgment for that of congress and should enforce the statute according to its terms

assistant: The best answer is E. holding that when the language of a statute is clear courts should not substitute their judgment for that of congress and should enforce the statute according to its terms
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“ Additional Funds ”) for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other purposes as the General Partner may determine. Additional Funds may be obtained by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.3 without the approval of any Limited Partner or any other Person.

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: Seller and Purchaser acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive and the Company agree that any and all disputes between the parties hereto arising from or relating to this Agreement, and/or any release executed by Executive pursuant to the terms of this Agreement, other than under Article V (with respect to which either party may seek an injunction in aid of arbitration such as an order seeking specific performance or injunctive or other equitable relief), shall be submitted and decided by binding confidential arbitration before a single arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Venue for the arbitration shall be in St. Louis County, Missouri and the laws as set forth in Section 7.9 will apply. Any demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Under no circumstances will either party be subject to punitive damages. Each party hereto shall bear its costs of the arbitration proceeding. However, to the extent permitted by applicable laws, the prevailing party in the arbitration, as designated by the arbitrator, shall be entitled to recover its reasonable cost of the arbitration, including, without limitation, its reasonable attorneys’ fees, from the other party as determined by the arbitrator in or following the decision on the merits. Any disputes about the enforcement of this Section 7.19 shall be submitted to arbitration, and the arbitrator shall have the authority to sever any provision of this Section 7.19 which would render the provision unenforceable as a matter of then existing law in accordance with Section 7.3.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: been come at by exploitation of that illegality or instead by means sufficiently distinguishable to be purged of the primary taint.” Wong Sun, 371 U.S. at 488, 83 S.Ct. 407 (1963) (quoting Maguire, Evidence of Guild, 221 (1959)); see also State v. Frierson, 926 So.2d 1139, 1143, 1150 (Fla.2006). Here, the State failed to clearly and convincingly show that the evidence seized following Mr. Grant’s consent was not obtained by exploiting what they discovered during the prior search. See Wong Sun, 371 U.S. at 488, 83 S.Ct. 407. Any evidence that the deputies later found in Mr. Grant’s house after securing a warrant was also tainted because they obtained the warrant based on evidence found during the illegal search of his property. See State v. Thomas, 405 So.2d 462, 463 (Fla. 3d DCA 1981) (<HOLDING>). Finally, we cannot agree that the evidence Options: A. holding that evidence that would not have been obtained but for an unlawful search must be excluded as fruit of the poisonous tree B. holding evidence found pursuant to warrant based on probable cause provided by prior illegal entry was inadmissible as fruit of the poisonous tree C. holding that because evidence supporting search warrant was illegally obtained evidence recovered by executing warrant was fruit of the illegal search D. holding that if police conduct unconstitutional searches that acquire information used to obtain a search warrant then evidence seized during the later search conducted pursuant to warrant would be inadmissible as fruit of the poisonous tree E. holding incriminating statements defendant made when police officers questioned him regarding heroin the officers found during an unlawful search of defendants house were fruit of the poisonous tree

assistant: The best answer is B. holding evidence found pursuant to warrant based on probable cause provided by prior illegal entry was inadmissible as fruit of the poisonous tree
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 obtain foreclosure and a deficiency judgment, Appellants were required to appeal in a timely fashion from the September 29,1997 final judgment on the order granting CMI’s motion for summary judgment and decree of foreclosure. Because they did not, their first appeal from the deficiency judgment must be dismissed. We further note that Appellants’ June 16, 1998 HRCP Rule 60(b) motion to reconsider did not toll the time for filing a notice of appeal. Although a HRCP Rule 60(b) motion may be considered a HRCP Rule 59(e) motion which suspends the finality of the judgment and tolls the time to appeal, such a HRCP Rule 60(b) motion must be made within ten days of entry of the subject judgment. See Simpson v. Dep’t of Land & Natural Resources, 8 Haw.App. 16, 21, 791 P.2d 1267, 1272 (1990) (<HOLDING>) (citation omitted). Appellants’ June 16, 1998 Options: A. holding that a motion filed as a rule 59e was not a motion to alter or amend the judgment and did not toll the time to file an appeal because the motion for costs was wholly collateral to thejudgment on the merits B. holding that an appeal from a denial of a rule 59e motion should have been construed as seeking review of the underlying judgment C. holding that a motion to reconsider filed after the entry of final judgment must be considered a motion to correct error D. holding that any motion made within ten days of entry of judgment which seeks a substantive change in the judgment will be considered a rule 59e motion which suspends the finality of the judgment and tolls the time to appeal E. holding that a second motion to reconsider served within ten days of the denial of the first motion does not extend the time period for filing a notice of appeal from the underlying judgment

assistant: The best answer is D. holding that any motion made within ten days of entry of judgment which seeks a substantive change in the judgment will be considered a rule 59e motion which suspends the finality of the judgment and tolls the time to appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: N.E.2d 968, 973 (Ind.1999). However, when the landowner is a lessor and the lessee is in operational control of the premises, such duty rarely exists. “[A] landlord under many circumstances has no liability to tenants or others for injuries on the property when the tenant is in full control of the leased premises.” Dutchmen Mfg., Inc. v. Reynolds, 849 N.E.2d 516, 525 (Ind.2006). “[I]n the absence of statute, covenant, fraud or concealment, a landlord who gives a tenant full control and possession of the leased property will not be liable for personal injuries sustained by the tenant or other persons lawfully' upon the leased property.” Olds v. Noel, 857 N.E.2d 1041, 1044 (Ind.Ct.App.2006) (citation omitted), tram, not' sought; cf. Rossow v. Jones, 404 N.E.2d 12, 14 (Ind.Ct.App.1980) (<HOLDING>), trans. not sought. Yost v. Wabash College, 3 Options: A. holding over B. holding that captain has reasonable expectation of privacy in all areas of his ship C. holding that defendants had no reasonable expectation of privacy in the common areas of an apartment building D. holding that a landlord has a duty of reasonable care over common areas or other areas over which the landlord has retained control E. holding that a landlord may have a duty to exercise reasonable care for the safety of its tenants in common areas

assistant: The best answer is D. holding that a landlord has a duty of reasonable care over common areas or other areas over which the landlord has retained control