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: the postcard. As a factual matter, whether Mitchell proves that Hood made defamatory statements in the postcard does not govern Hood’s claims against Judge Anderson-Trahan. Hood’s claims against Judge Anderson-Trahan for putting Hood’s name on the postcard may succeed or fail in a scenario where Mitchell’s claims against Hood succeed or a scenario where Mitchell’s claims against Hood fail. Judge Anderson-Trahan is no more or less liable to Hood based upon Hood’s liability to Mitchell. Furthermore, Hood has not asserted that his claims against Judge Anderson-Trahan are derivative of Mitchell’s claims against Hood. Hood does not seek damages from Judge Anderson-Trahan contingent upon his liability on Mitchell’s claims. In fact, Hood specifically alleges that he has been harmed by Jud 0) (<HOLDING>) (alteration in original). Because we decide Options: A. holding that dismissal pursuant to federal rule of civil procedure 56 did not violate the seventh amendment B. holding that discovery under the federal rules of civil procedure is broad in scope and freely permitted C. holding that californias antislapp statute is applicable in federal court D. holding that maines antislapp statute could be applied in the district court because federal rules of civil procedure 12 and 56 are not so broad as to attempt to answer the same question as the statute E. holding that the district of columbias antislapp law could not be applied in federal court in a diversity case because it conflicted with federal rules of civil procedure 12 and 56

assistant: The best answer is D. holding that maines antislapp statute could be applied in the district court because federal rules of civil procedure 12 and 56 are not so broad as to attempt to answer the same question as the statute
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by the Officer and on behalf of the Bank by such officer as may be specifically designated by the Board . No waiver by either Party hereto, at any time, of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No amendment or addition to this Agreement shall be binding unless in writing and signed by both Parties, except as herein otherwise provided.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in several counterparts, each of which shall be deemed an original, and any and all such executed counterparts shall constitute a single agreement binding on the Parties hereto. Facsimile signatures shall be deemed valid as if they were originals.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be “futile” because the state courts’ procedural rules, such as waiver or preclusion, would bar consideration of the previously unraised claims. Teague v. Lane, 489 U.S. 288, 297-99, 109 S.Ct. 1060, 103 L.Ed.2d 334 (1989); Beaty v. Stewart, 303 F.3d 975, 987 (9th Cir.2002); State v. Mata, 185 Ariz. 319, 322-27, 916 P.2d 1035, 1048-53 (1996); Ariz. R.Crim. P. 32.2(a) & (b); Ariz. R.Crim. P. 32.1(a)(3) (post-conviction review is precluded for claims waived at trial, on appeal, or in any previous collateral proceeding); 32.4(a); Ariz. R.Crim. P. 32.9 (stating that petition for review must be filed within thirty days of trial court’s decision). A state post-conviction action is futile where it is time-barred. Beaty, 303 F,3d at 987; Moreno v. Gonzalez, 116 F.3d 409, 410 (9th Cir.1997) (<HOLDING>). This type of procedural default is known as Options: A. holding that circuit court should have treated the habeas petition as a motion for postconviction relief B. recognizing untimeliness under ariz rcrim p 324a as a basis for dismissal of an arizona petition for postconviction relief distinct from preclusion under rule 322a C. holding that a petition to correct sentence was properly considered as a petition for postconviction relief pursuant to rule 371 because it challenged a judgment entered on a plea of guilty on grounds cognizable under the rule D. recognizing a defendant may seek postconviction relief pursuant to rule 32 ariz rcrim p on ground that trial counsel had been ineffective by inducing defendant to enter guilty plea E. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act

assistant: The best answer is B. recognizing untimeliness under ariz rcrim p 324a as a basis for dismissal of an arizona petition for postconviction relief distinct from preclusion under rule 322a
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 questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the Borrowers’ obligations of the Loan Parties under this Article III shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or a L/C Issuer, the termination of the Aggregate Commitments , and the repayment , satisfaction or discharge of all other Obligations hereunder and resignation of the Administrative Agent .

assistant: Survival
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 Employer agrees to indemnify Executive to the fullest extent permitted by applicable law, as the same exists and may hereafter be amended, from and against any and all losses, damages, claims, liabilities and expenses asserted against, or incurred or suffered by, Executive (including the costs and expenses of legal counsel retained by the Employer to defend Executive and judgments, fines and amounts paid in settlement actually and reasonably incurred by or imposed on such indemnified party) with respect to any action, suit or proceeding, whether civil, criminal administrative or investigative (“Proceeding”) in which Executive is made a party or threatened to be made a party, either with regard to his entering into this Agreement with the Employer or in his capacity as an officer or director, or former officer or director, of the Employer, any affiliate thereof or any other entity for which he may serve in such capacity pursuant to this Agreement or at the request of the Employer or any of its affiliates. To the fullest extent permitted by law, costs and expenses incurred by Executive in defense of any Proceeding (including attorneys’ fees) shall be paid by the Employer in advance of the final disposition of such litigation upon receipt by the Employer of a written request for payment. The Employer also agrees to secure and maintain officers and directors liability insurance providing coverage for Executive. The provisions of this Section 4 shall in no way limit, and shall be in addition to, Executive’s right to indemnification and advancement of expenses provided under the Employer’s and its subsidiaries’ organizational documents and any indemnification or other agreements entered into with Executive, and shall remain in effect after this Agreement is terminated irrespective of the reasons for termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee acknowledges and agrees that the Employee will keep the terms, amount, and facts of, and any discussions leading up to, this Agreement strictly and completely confidential, and that the Employee will not communicate or otherwise disclose to any employee of the Company (past, present, or future), or to any member of the general public, the terms, amounts, copies, or fact of this Agreement, except as may be required by law or compulsory process; provided , however , that the Employee may make such disclosures to Employee’s tax/financial advisors or legal counsel as long as they agree to keep the information confidential. If asked about any of such matters, to the extent permissible, the Employee’s response shall be that Employee may not discuss any of such matters, except that nothing in this Agreement shall affect the Employee’s rights to engage in activity protected by Section 7 of the National Labor Relations Act. Notwithstanding anything herein to the contrary, nothing in this Section 11 shall: (i) prohibit the Employee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive shall receive an annual base salary in the amount of Two Hundred Thousand Dollars (“$200,000”) payable in accordance with the normal payroll practices of the Company. Annual salary increases shall be according to Company policy which are based on merit and the Company’s financial performance for the previous year. Annual increases are in the sole discretion of the Company.

assistant: Base Salary
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) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents (subject to the limitations set forth therein and in the definition of Collateral and Guarantee Requirement).

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 case excerpt and choose the best holding from the options. Case excerpt: cancel an insurance policy. The statute meets all three criteria relevant to determining whether a law regulates the “business of insurance”: it can transfer the risk of non-coverage from an insured to the insurer; it is “an integral part of the policy relationship between the insurer and the insured”; and it only applies to the insurance industry. Thus, the statute “regulate[s] insurance” and is not superseded by ERISA. See ERISA, § 514(b)(2)(A), 29 U.S.C.A. § 1144(b)(2)(A); Metropolitan IAfe Ins. Co. v. Massachusetts, 471 U.S. at 742-43, 105 S.Ct. at 2390-91 (1985) (noting that “regulation[s] regarding the substantive terms of insurance contracts fall[ ] squarely within the saving clause as laws ‘which regulate insurance’ ”); Soniat v. Travelers Ins. Co., 538 So.2d 210, 215 (La.1989) (<HOLDING>). D. Did Louisiana’s Statutory Law Prohibit Options: A. holding that erisa does not preempt revstatmo 51343010e because it is entirely consistent with both erisa and the bankruptcy code B. holding section 10 of faa is procedural and does not preempt state common law C. holding that erisa does not preempt section 22213b7 D. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan E. holding that erisa does not preempt professional malpractice claims

assistant: The best answer is C. holding that erisa does not preempt section 22213b7
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: 555 (5th Cir. Unit A Mar. 1981), aff'd in part and rev’d in part on other grounds, 459 U.S. 375, 103 S.Ct. 683, 74 L.Ed.2d 548 (1983). Arthur Young relies on a sophism to obscure the law, which is that when the circumstances of a case so dictate, privity is not required for the court to award rescissory damages in a Rule 10b-5 case. As the Eleventh Circuit has concluded: “Though we recognize the harshness of this result given that the defendants were not the actual sellers of the stock and therefore must ‘rescind’ by paying an amount they in fact never received, the substantial role played by the defendants provides adequate justification for the award.” Bruschi v. Brown, 876 F.2d 1526, 1532 (11th Cir.1989) (quotation omitted). See also Gordon v. Burr, 506 F.2d 1080, 1085 (2d Cir.1974) (<HOLDING>) We conclude that the district court properly Options: A. holding in a rule 10b5 action that as between the innocent purchaser and the wrongdoer who though not a privy to the fraudulent contract nonetheless induced the victim to make the purchase equity requires the wrongdoer to restore the victim to the status quo B. holding that uncharged sexual acts committed upon the same victim are admissible to show the conduct of the defendant toward the victim and to corroborate the evidence of the offense charged in the indictment C. holding the harmed victim need not be the victim of the offense of conviction D. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon E. holding that evidence of uncharged incest with the same victim is admissible to illustrate the relationship existing between the defendant and the victim

assistant: The best answer is A. holding in a rule 10b5 action that as between the innocent purchaser and the wrongdoer who though not a privy to the fraudulent contract nonetheless induced the victim to make the purchase equity requires the wrongdoer to restore the victim to the status quo
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two (2) or more counterparts and by facsimile signatures, which taken together still constitute collectively one agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart with each party’s counterpart or facsimile signature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the NYS FCA) and an “alternate action” (under the NYC FCA), and that he is entitled to receive a percentage of the proceeds. The Court denies Khurana’s motion because he is not entitled to share in an alternate civil remedy or an alternate action absent a valid qui tain claim. At the outset, the Court is skeptical that the DPA and SAIC Settlement constitute an “alternate civil proceeding” under the NYS FCA or an'“alternate action” under the NYC FCA. Assuming that the con tours of the state and city “alternate” provisions mirror those of the federal FCA’s “alternate remedy” provision, lower courts appear divided on the question of whether a proceeding with criminal dimensions constitutes an “alternative remedy.” Compare United States v. Kurlander, 24 F.Supp.3d 417, 424 (D.N.J. 2014) (<HOLDING>); United States v. WellCare Health Plans, Inc., Options: A. holding that a federal district court may decide whether an activity is an unfair labor practice under the nlra when the matter is raised as a defense to a claim under an independent federal remedy over which the federal district courts do have jurisdiction B. holding under the circumstances that a criminal proceeding does not qualify as an alternate remedy under the federal fca C. holding that adequate alternative state remedy must provide the possibility of relief under the circumstances D. holding that a period of paid leave does not qualify as a suspension E. holding that conduct designated as a felony under state law but as only a misdemeanor under the controlled substances act does not qualify as an aggravated felony

assistant: The best answer is B. holding under the circumstances that a criminal proceeding does not qualify as an alternate remedy under the federal fca
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 392 U.S. 665 88 S.Ct. 2310 20 L.Ed.2d 1359 Dennis McDANIELv.NORTH CAROLINA. No. 1599, Misc. Supreme Court of the United States October Term, 1967. June 17, 1968 T. Wade Bruton, Atty. Gen. of North Carolina, and George A. Goodwyn, Asst. Atty. Gen., for respondent. On Petition for Writ of Certiorari to the Supreme Court of North Carolina. For opinion on remand see, 164 S.E.2d 469. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for a writ of certiorari are granted. The judgment of the Supreme Court of North Carolina is vacated and the case is remanded to that court for further consideration in the light of Harrison v. United States, 392 U.S. 219, 88 S.Ct. 2008, 20 L.Ed.2d 1047. 2 Mr. Justice BLACK dissents for the reasons stated in his dissenting opinion in Harrison v. United States, 392 U.S., p. 226, 88 S.Ct., p. 2012. 3 Mr. Justice HARLAN dissents for the reasons stated in his dissenting opinion in Harrison v. United States, 392 U.S., p. 226, 88 S.Ct., p. 2012. 4 Mr. Justice WHITE dissents for the reasons stated in his dissenting opinion in Harrison v. United States, 392 U.S., p. 228, 88 S.Ct., p. 2013.

assistant: 1
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 Covered Persons shall be entitled to indemnification from the Company for any Damages incurred by such Person by reason of any act or omission performed or omitted by such Person provided that: (i) any such action was undertaken in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company; (ii) any such action was reasonably believed to be within the scope of authority conferred on such Person by this Agreement; and (iii) with respect to any criminal action or proceeding, such Person had no reasonable cause to believe his action or omission was unlawful, except that no Person shall be entitled to be indemnified in respect of any Damages incurred by such Person by reason of fraud, gross negligence or willful misconduct with respect to such acts or omissions or for any Damages for which it has obligations to indemnify under Section 12.7; provided, however, that any indemnity under this Section 12.3 shall be provided out of and to the extent of Company assets only (including the proceeds of any insurance policy obtained pursuant to Section 12.5 hereof), and no Person shall have any personal liability on account thereof, including without limitation, any obligation to contribute money or other property to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which the Borrower or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.

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 legal provision and list the applicable contract clause categories. Provision: No broker, finder or investment banker is entitled to any financial advisory, brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any subsidiary of the Company for which the Investor could have any liability.

assistant: Brokers
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: everyone who wishes to solicit contributions in Davidson County, not just those who are making fraudulent solicitations. By subjecting all charitable organizations to the rigorous application procedure with the attendant discretion the Board has in whether to grant or deny a permit, the ordinance affects substantially more speech than is necessary to achieve its interest in preventing fraud. Second, while it is possible that denying permits to applicants who have low “character” and “integrity,” who have lied on their application form, or who have engaged in fraudulent activity in the past may reduce the incidence of fraud, Defendants have provided no explanation for why laws prohibiting fraud are insufficient to achieve the same goal. Cf. Riley, 487 U.S. at 795, 800, 108 S.Ct. 2667 (<HOLDING>); Vill. of Schaumburg, 444 U.S. at 637-38, 100 Options: A. holding that false arrest and false imprisonment claim were not duplicative B. holding that a law aimed at preventing fraud by requiring professional fundraisers to disclose the percentage of charitable contributions collected during the previous year that were actually turned over to charity is not narrowly tailored partly because a state may vigorously enforce its antifraud laws to prohibit professional fundraisers from obtaining money on false pretenses or by making false statements C. holding that an attorney who made false representations to a court did not violate okla rpc 33 because that rule addresses professional misconduct as an advocate for making false statements to a tribunal not false statements by a lawyer as a witness D. holding that defendant could be charged for making false statements to treasury officials under the tax evasion statute or the statute prohibiting false statements to government officials E. holding that apparel cleaners submission of false statements of their receipts a percentage of which were to be paid to the united states did not constitute false claims within the meaning of the federal false claims act

assistant: The best answer is B. holding that a law aimed at preventing fraud by requiring professional fundraisers to disclose the percentage of charitable contributions collected during the previous year that were actually turned over to charity is not narrowly tailored partly because a state may vigorously enforce its antifraud laws to prohibit professional fundraisers from obtaining money on false pretenses or by making false statements
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 Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any other Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

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 case excerpt and choose the best holding from the options. Case excerpt: were executed. The record therefore contains no evidence establishing what the original parties to the transaction anticipated at contract inception concerning QDS’s “cost of performing under the [L]ease [A]greement[s] if the option is not exercised.” UCC § 1-201(37)(x) (West 2002). Without this evidence, the Court is unable to make the statutory calculation required under New § l-201(37)’s Option Price/Performance Cost Test. See APB Online, 259 B.R. at 819-20 (declining to consider affidavit testimony because affiant did not “participate[] in the lease transactions or the computation of the option prices” and holding that the “record is insufficient to permit [the court] to conclude ... that the ... option price was or was not nominal”); Edison Bros. Stores, 207 B.R. at 811-12 (<HOLDING>); Zaleha, 159 B.R. at 585-86 (“Debtor’s Options: A. holding that the debtor in possession could utilize the strongarm powers of the trustee to avoid an unperfected security interest even though the debtor knew of the interest prior to bankruptcy because the two are distinct entities and the debtor in possessions responsibility is to preserve the estates assets for the benefit of the creditors B. holding that motor vehicle to be retained by chapter 13 debtor should be valued at the price the debtor could get for it in a free and open market ie its fair market value C. holding that debtor failed to meet its burden of proving lease should be recharacterized as a disguised security agreement because the record before the court provides no credible evidence as to the projected fair market of the leased equipment on the dates the debtor will be entitled to exercise the purchase options D. holding that court cannot make a finding of nominality without some concrete information regarding the anticipated fair market value of the leased equipment at the time the purchase option is to be exercised emphasis added E. holding that since motor vehicle contract between the debtor and fifth third bank was a lease and not a security agreement the debtor was required to treat fifth third banks claim in his chapter 13 plan as a lease and not as a secured debt which meant that the debtor could not obligate fifth third bank to finance the purchase of his vehicle

assistant: The best answer is C. holding that debtor failed to meet its burden of proving lease should be recharacterized as a disguised security agreement because the record before the court provides no credible evidence as to the projected fair market of the leased equipment on the dates the debtor will be entitled to exercise the purchase options
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: Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Backstop Participants, other than an assignment by a Backstop Participant expressly permitted by Section 2.9 of this Agreement and any purported assignment in violation of this Section 10.2 shall be void ab initio . Except as provided in Article VIII with respect to the Indemnified Persons and Section 2.4 and Section 9.1 with respect to the Supporting Term Lenders, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person other than the Parties any rights or remedies under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in a given case. The establishment of these time boundaries is a legislative prerogative. That body has the right to fix reasonable periods within which an action shall be brought and, within its sound discretion, determine the limitation period.... It should not be the province or function of this court to intrude upon an area peculiarly within the channel of legislative action."). 4 . See also Int'l Union of Operating Eng'rs, Local No. 3 v. Utah Labor Relations Bd., 115 Utah 183, 203 P.2d 404, 408 (1949) ("[NJone of the constitutional guarantees embodied in the first eight amendments to the Constitution of the United States are absolute rights. All of them are subject to some regulation by the state."). 5 . See, e.g., People v. Wiedemer, 852 P.2d 424, 435 (Colo.1993) (en banc) (<HOLDING>); Davis v. State, 443 N.W.2d 707, 709 (Iowa Options: A. holding that juveniles may waive constitutional rights B. recognizing that statute of limitations questions may be resolved on a motion to dismiss C. holding constitutional challenge to void statute may be raised for first time on appeal D. recognizing that reasonable time limitations may be placed on the exercise of constitutional rights E. recognizing that rights under article i section 11 are subject to reasonable limitations

assistant: The best answer is D. recognizing that reasonable time limitations may be placed on the exercise of constitutional rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a prosecutor’s closing argument is not limited to a “flat, robotic recitation[] of ‘just the facts.’” Diaz v. State, 797 So.2d 1286, 1287 (Fla. 4th DCA 2001). To the contrary, a prosecutor may robustly and vigorously argue the truthfulness of a witness whose credibility is under attack. As we wrote in Diaz, [w]e have great confidence in the common sense of jurors to decide cases on the law and facts without being unduly swayed by the lawyers’ oratory. A prosecutor does not violate her obligation to seek justice by arguing the state’s case with passion and conviction. Id. III. Code of Silence Testimony In his second argument, Jackson contends that the trial court abused its discre tion in admitting testimony from Detectives Myers and Hardiman on the general reluctance of resi p.2002) (<HOLDING>); Powell v. State, 714 N.E.2d 624, 629 Options: A. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon B. holding that case involving evidence such as eyewitness testimony placing the defendant at the scene acknowledgment by the defendant of a dispute with the victim and theft of the victims purse and dna evidence suggesting that the defendant had engaged in sexual relations with the victim could not be deemed entirely circumstantial C. holding the excluded testimony was relevant to whether a signature was that of a deceased party and since a statement regarding the issue was the only testimony that could be given by the witness no offer to prove was necessary because the substance of the evidence was apparent from the context of the question asked D. holding that evidence that the defendant had stalked threatened and assaulted the victim his exgirlfriend was evidence as to the nature of the defendants relationship with the victim and that it was relevant to establish motive E. holding that witnessesthe victim and chief investigator could offer testimony on an inmate code of silence and that once testified to the prosecutor could argue the matter since such testimony was relevant to explain why the victim and other inmates had given conflicting statements as to who had committed the assault

assistant: The best answer is E. holding that witnessesthe victim and chief investigator could offer testimony on an inmate code of silence and that once testified to the prosecutor could argue the matter since such testimony was relevant to explain why the victim and other inmates had given conflicting statements as to who had committed the assault
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 invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email address set forth in Schedule M of the S&O Agreement, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M of the S&O Agreement and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.

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: To the extent permissible under the terms of the professional liability insurance policy maintained by the Company at Closing, Sellers shall extend coverage under such policy to the LLCs for acts of professional malpractice occurring prior to Closing. Buyer represents and warrants that as of Closing, it has adequate insurance to operate the Business in a manner consistent with past practices.

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: it has privity of contract”). Limited exceptions are recognized for plaintiffs who “stand[] in the shoes” of a party with privity. First Hartford Corp. Pension Plan & Trust v. United States, 194 F.3d 1279, 1289 (Fed.Cir.1999). Included in the list of recognized exceptions are intended thud-party beneficiaries of the contract, Glass v. United States, 258 F.3d 1349, 1354 (Fed.Cir.2001); subcontractors in certain circumstances, E.R. Mitchell Constr. Co. v. Danzig, 175 F.3d 1369, 1370-71 (Fed. Cir.1999); and sureties, Balboa Ins. Co. v. United States, 775 F.2d 1158, 1160-63 (Fed.Cir.1985). Investors who lack privity of contract with the United States have not been recognized as an exception to the rule. S. Cal. Fed. Sav. & Loan Ass’n v. United States, 422 F.3d 1319, 1332 (Fed.Cir.2005) (<HOLDING>). Defendant argues that Helen Arakaki was not a Options: A. holding that investors of savings and loan company who lacked privity of contract with the united states could not base standing to sue on their investment alone or even on their role initiating and negotiating the acquisition of a failing thrift on behalf of the association B. holding that a motor carriers association has standing to sue on behalf of its members for department of transportations alleged abuses of agency authority C. holding that plaintiffs lacked standing to sue D. holding that standing to sue under a contract requires plaintiff to be in privity or be an intended thirdparty beneficiary E. holding that for the government to be sued on a contract pursuant to the tucker act there must be privity of contract between the plaintiff and the united states

assistant: The best answer is A. holding that investors of savings and loan company who lacked privity of contract with the united states could not base standing to sue on their investment alone or even on their role initiating and negotiating the acquisition of a failing thrift on behalf of the association
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 lump-sum payments described in Sections 6 and 7 of this Agreement will be paid to you within fifteen (15) business days after the Effective Date of the Agreement or your Termination Date, whichever is later. The severance payments described in Section 6 of this Agreement will be paid to you on the first regularly scheduled payroll date that occurs after the Effective Date of the Agreement or your Termination Date, whichever is later (and such installment will include all payments that would otherwise have been paid prior to such date).

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall create a continuing security interest in the Collateral and shall be binding upon the respective heirs, legal representatives, successors and assigns of Pledgors and shall inure to the benefit of and be enforceable by Secured Parties and their successors and assigns; provided, however that no Pledgor shall assign any of its rights, duties or obligations hereunder to any Person without the prior written consent of Agent. The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. Each Pledgor waives acceptance and notice of acceptance of this Agreement by Secured Parties. Time is of the essence of this Agreement. This Agreement may not be amended or modified except by a written instrument signed by each of the parties hereto.

assistant: Miscellaneous
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 Transactions (a) do not require the Borrower or any Subsidiary to obtain any consent or approval of, or make any registration or filing with, or request any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (except for any reports required to be filed by the Borrower with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934), (b) will not result in a violation by the Borrower or any Subsidiary of any law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

assistant: No Conflicts