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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

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: In case of any dispute as to whether Purchaser is terminated, the Board of Directors of the Company or any Compensation Committee of the Board if such then exists (the “ Board ”) shall have discretion to determine whether Purchaser has been terminated and the effective date of such termination (the “ Termination Date ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or reasonable expectation that the lessee did not attempt to exercise the right to renew and be bound thereby. See, Sosani v. Pernetti Holding Corp., 115 N.J.Super. 409, 415, 279 A.2d 904, 908 (1971). 2 . In this appeal, it is not necessary to reach the question whether or not there are commonsense differentiations between options to repurchase, purchase, renew, or cancel such that different rules and results may be applicable when the lessee or lessor fails to give timely notice in these settings. Suffice it to say, that to this writer there is no apparent reason, nor has the defendant-lessor offered any, why the rule applicable to options to cancel a leasehold is or should be different than that applicable to options to renew. 3 . See Sum.Pa.Jur. Landlord & Tenant, § 281 (1956) (<HOLDING>). See generally, J. W. Pomeroy, A Treatise on Options: A. holding that clean water acts notice provision is a condition precedent to all claims B. recognizing that equity will grant relief to a lessee who fails to give timely notice which notice is a condition precedent to renewal where the failure is attributable to fraud accident surprise mistake or where there are other special circumstances which warrant a court of equitys action C. holding that rcras notice provision is a condition precedent to all claims D. holding that under the doctrine of equitable subrogation equity will grant relief where a mortgage is satisfied by mistake and no rights of third parties have intervened if the mistaken action was reasonable E. holding that notice to supervisor is notice to city

assistant: The best answer is B. recognizing that equity will grant relief to a lessee who fails to give timely notice which notice is a condition precedent to renewal where the failure is attributable to fraud accident surprise mistake or where there are other special circumstances which warrant a court of equitys action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the Court may pass upon the sufficiency of the evidence to sustain a conviction.’ Article 24 of the Declaration of Rights provides, ‘That no man ought to be taken or imprisoned or disseized of his freehold, liberties or privileges ... or, in any manner, destroyed, or deprived of his life, liberty or property, but by the judgment of his peers, or by the Law of the land.’ The reference to ‘jury’ in our organic laws, refers to a jury as constituted under the common law, unless the contrary plainly appears. See State v. Kenney, 327 Md. 354, 361, 609 A.2d 337, 340 (1992); State v. Ledger, 175 Wis.2d 116, 499 N.W.2d 198, 202 (Ct.App. 1993) (citing State v. Gollmar, 32 Wis.2d 406, 145 N.W.2d 670, 671-72 (1966)). Cf. Bryan v. State Roads Comm’n, 356 Md. 4, 14, 736 A.2d 1057, 1061 (1999) (<HOLDING>); Thompson v. State, 278 Md. 41, 53, 359 A.2d Options: A. recognizing the power of federal courts to decide cases is restricted by the cases and controversies clause of article iii B. holding the logic of the intracorporate conspiracy doctrine in antitrust cases does not warrant its extension to civil rights cases C. holding iowa civil liberties union and lawyers lacked standing to maintain action to challenge a supervisory order of the court pertaining to the trial of criminal cases only defendants in the criminal cases had standing D. holding that the 1992 amendment to article 5 of the maryland declaration of rights permits a six person jury in all cases except criminal cases E. holding the due process clause of the fourteenth amendment extends the right to jury trial to defendants in serious criminal cases in state courts

assistant: The best answer is D. holding that the 1992 amendment to article 5 of the maryland declaration of rights permits a six person jury in all cases except criminal cases
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: Preserve and maintain its existence and material rights and franchises; provided that any Subsidiary may merge, consolidate or take any actions that may terminate its existence and/or material rights and franchises, as permitted under Section 8(f) .

assistant: Existence
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 Party shall, at its own expense and upon the reasonable request of another Party, duly execute and deliver, or cause to be duly executed and delivered, to such Party such further instruments and do and cause to be done such further acts as many be necessary or proper in the reasonable opinion of the requesting Party to carry out the provisions of this Agreement, including the use of reasonable best efforts to obtain the Settlement Approval Order. To the extent the Debtors, Reorganized Debtors, or the FE Non-Debtor Parties divest any Affiliate such that the relevant entity no longer falls within the definition of "Affiliate" in this Agreement, the Debtors, the Reorganized Debtors, or the FE Non-Debtor Parties, as appropriate, shall require such Affiliate to separately Execute this Agreement prior to any such divestiture so that such Affiliate shall remain bound by the terms of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All recording fees respecting the Deed, title insurance premiums for the Title Policy, including without limitation, costs and premiums for extended coverage of the Title Policy and any endorsements thereto requested by Buyer, all state and county transfer taxes, deed recording tax, brokerage fees and commissions, the fee charged by Escrow Holder, and all other costs, charges and expenses not expressly required under this Agreement to be paid by Seller or Buyer, as applicable, shall be shared equally between Seller and Buyer. Buyer and Seller are responsible for their respective attorneys’ fees.

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: Seller will not and will not permit any of its Subsidiaries to (i) enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement or (b) in the ordinary course of Seller’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to Seller or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, or (ii) make a payment that is not otherwise permitted by this Section 11 to any Affiliate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: thus relieving them from the substantial burden of maintaining a defense through trial of the underlying cases. Accord Kennedy, 283 F.3d at 1110 (“GARA ... creates an explicit statutory right not to stand trial which would be irretrievably lost should [the defendant] be forced to defend itself in a full trial.”). Appellants rely on both the plain language of the GARA statute (“no civil action ... may be brought ...,” GARA § 2(a)), as well as the enactment’s substantial legislative history, in support of its position that Congress intended to foreclose the filing of claims to reduce the litigation costs of aviation manufacturers, and not merely to provide them with an additional defense in product liability litigation. Accord Lyon v. Agusta S.P.A., 252 F.3d 1078, 1089 (9th Cir.2001) (<HOLDING>); Kennedy, 283 F.3d at 1111 (“It is clear that Options: A. holding that congress decided that the economic health of the general aviation industry depended on lifting the possibility of litigation for the indefinite future B. recognizing the general rule that an appellate court will not address matters that were not raised or decided in the trial court C. holding that economic loss rule precludes recovery of economic damages only in the absence of personal injury or property damage claims D. holding that constitutional questions will not be decided if case can be decided on other grounds E. holding that the discretionary function exception to the federal tort claims act precluded tort actions based on the alleged negligence of the federal aviation administration in failing to check certain thing in the process of certificating the aircraft for use in commercial aviation

assistant: The best answer is A. holding that congress decided that the economic health of the general aviation industry depended on lifting the possibility of litigation for the indefinite future
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder. Notwithstanding whether or not the Proposed Transactions are concluded, the Receiving Party shall maintain the Confidential Information in confidence and in accordance with the terms of this Agreement for a period of five (5) years from the date of disclosure.

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 case excerpt and choose the best holding from the options. Case excerpt: at 858. Ohio courts hold that the second prong of Boggs is satisfied by language cautioning that a misrepresentation will render the policy “void,” or “null and void,” or “null and without effect.” See Medical Protective Co. v. Fragatos, 190 Ohio App.3d 114, 122, 940 N.E.2d 1011, 1017 (Ohio Ct.App.2010); CNH Capital v. Janson Excavating, Inc., 171 Ohio App.3d 694, 700, 872 N.E.2d 980, 985 (Ohio Ct.App.2007); Personal Serv. Ins., 2006 WL 2796253, at *5; Horton v. Safe Auto Ins. Co., No. 00AP-1017, 2001 WL 664421, at *3 (Ohio Ct.App. June 14, 2001); Winston, 2001 WL 395154, at *3; McGuire v. Erie Ins. Exchange, No. 92-CA-5, 1992 WL 518771, at *2 (Ohio Ct.App. Dec. 11, 1992); but see American Family Ins. Co. v. Johnson, No. 93022, 2010 WL 1712240, at *4 (Ohio Ct.App. April 29, 2010) (<HOLDING>). The UAT argues, however, that the excess Options: A. holding that the word void is not sufficient B. holding that the word may in the declaratory judgment act does not mean shall C. holding that the word interest is to be understood in its ordinary senseto hold that congress intended to use the word in the sense of a penalty is contrary to all rules of interpretation and invokes a special definition of the word interest that is unwarranted citations omitted D. holding the word individuals is not the equivalent of the dictionary acts use of the word persons E. holding that a states use of the word shall is mandatory language

assistant: The best answer is A. holding that the word void is not sufficient
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: spirit of our procedures to permit counsel to be sandbagged by such tactics or the trial court to be so put in error. Id. at 1549 (quoting Quinn v. SW Wood Prods., Inc., 597 F.2d 1018, 1025 (5th Cir.1979)). Strict identity of issues, however, is not required. So long as they are “closely related,” such that opposing counsel and the trial court may be deemed to have notice of the deficiencies asserted by the moving party, the purposes of the rule will be satisfied. Id. If “the new and old grounds vary greatly,” we may not rely upon the new grounds to reverse a district court’s denial of a Rule 50(b) motion. Ross, 146 F.3d at 1289. In that situation, the scope of review is limited to plain error. See Sims’ Crane Serv., Inc. v. Ideal Steel Prods., Inc., 800 F.2d 1553, 1557 (11th Cir.1986) (<HOLDING>). While two of the grounds in Walgreens’ later Options: A. holding that a motion for directed verdict should be granted if there is no evidence on which a jury could legally base a verdict for damages against the moving party B. holding that when no motion for directed verdict is made a rule 50b motion can be granted only if plain error is shown C. recognizing that a motion for directed verdict should be granted when there is no reasonable evidence upon which a jury could legally predicate a verdict in favor of the nonmoving party D. holding that a posttrial motion is not required after a grant of a directed verdict E. holding a directed verdict motion stating specific grounds is a prerequisite for a subsequent motion for judgment notwithstanding the verdict

assistant: The best answer is B. holding that when no motion for directed verdict is made a rule 50b motion can be granted only if plain error is shown
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for federal protection, aid, and grants of land.” Id. at 218, 79 S.Ct. at 269. Were the State to expressly disclaim jurisdiction and the federal courts to give up their protective jurisdiction over Indian lands, including water rights, the Indians would seem deprived of the benefit of the original bargain that they were driven to make. Of course, by general statute, Congress later expressed its willingness to have any state assume jurisdiction over reservation Indians if the state legislature or the people voted affirmatively to accept such responsibility. Id. at 222, 79 S.Ct. at 271. To date, Montana does, not appear to have accepted such responsibility. In passing, we note that McClanahan v. Arizona State Tax Comm’n., 411 U.S. 164, 179, 180, 93 S.Ct. 1257, 1266, 36 L.Ed.2d 129 (1972) (<HOLDING>), has expressly limited the application of the Options: A. holding that arizona could not impose an income tax on reservation indians B. holding a state cannot impose an income tax on indians whose income is solely from reservation sources C. holding state may not impose tax on nonindian trader operating on the reservation D. holding that assumption of jurisdiction by the state court would infringe upon the right of reservation indians to make their own laws and be governed by them E. holding that state cannot impose vendor taxes on indian sellers who operate on the reservation

assistant: The best answer is A. holding that arizona could not impose an income tax on reservation indians
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 and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “ Subsidiary ”, collectively, the “ Subsidiaries ”), are, and as of each Settlement Date will be as of each Settlement Date, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “ Material Adverse Effect ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Although in some respects that issue implicates an ultimate factual determination as well as a legal conclusion, there are material issues of subsidiary facts concerning the working relationship between the parties that are unresolved on this record. Consequently, the matter was not amenable to summary judgment. Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 666 A.2d 146 (1995). We note, in addition, that MacDougall did not present the issue of his employment status on appeal until he filed his reply brief, raising the possibility that the question of employment was not fully presented. Therefore, we remand the case to the trial court to determine whether MacDougall was Weichert’s employee for purposes of invoking a cause of action based on w 9, 390 A.2d 149 (Law Div.1978) (<HOLDING>). A vague, controversial, unsettled, and Options: A. holding that a litigant is not required to perform useless acts B. recognizing that where a plaintiff failed to perform because of the defendants breach the plaintiff could recover damages caused by the defendants breach C. holding that the right of action accrued upon failure to perform contract D. holding plaintiff not required to perform its residual contract obligations after defendants material breach E. holding that complaint alleging that plaintiff xray technician was fired for refusing to perform cathet erizations which she could not legally perform stated a cause of action

assistant: The best answer is E. holding that complaint alleging that plaintiff xray technician was fired for refusing to perform cathet erizations which she could not legally perform stated a cause of action
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: amendments to the Guidelines have reduced and if the district court has considered the applicable factors set forth in 18 U.S.C. § 3553(a) and determined that a reduction would be consistent with the policy statements issued by the Sentencing Commission. 18 U.S.C. § 3582(c); United States v. Bravo, 203 F.3d 778, 780-81 (11th Cir.2000). The commentary to U.S.S.G. § 1B1.10 instructs that a reduction under § 3582(c)(2) is not authorized when “an amendment ... is applicable to the defendant but the amendment does not have the effect of lowering the defendant’s applicable guideline range because of the operation of another guideline or statutory provision (e.g., a statutory mandatory minimum term of imprisonment).” U.S.S.G. § 1B1.10, comment. (n.l(A)); see also Moore, 541 F.3d at 1328 (<HOLDING>). In Kimbrough, the Supreme Court held that, in Options: A. holding that while amendment 706 was applica ble to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline B. holding a reduction in defendants sentence as a career offender was not authorized under 3582c2 because amendment 706 did not lower his applicable guideline range under the careeroffender guidelines C. holding that amendment 706 did not have the effect of lowering the applicable guideline range where the defendants received statutory mandatory minimum sentences and thus the defendants were not eligible for relief under 3582 D. holding that a defendant whose original sentence was based upon the careeroffender guideline and not 2d11 could not receive a sentence reduction based on amendment 706 because it did not have the effect of lowering the applicable guideline range E. holding that the district court lacked authority under 3582c2 to grant a sentencing reduction to defendants who were career offenders sentenced under ussg 4b11 because amendment 706 would not ultimately affect their guideline ranges

assistant: The best answer is A. holding that while amendment 706 was applica ble to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline
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 Award (as provided on the cover page) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, all capitalized terms in this Restricted Stock Incentive Award Agreement (the “Award Agreement”) shall have the meaning stated in the Plan. Please see the Plan document for more information on these terms and conditions. A copy of the Plan is available upon request.

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: The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its Obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower or Owner is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s or Owner’s organizational documents or any agreement or instrument to which Borrower or Owner is a party or by which it is bound, or any order or decree applicable to Borrower or Owner, or result in the creation or imposition of any Lien on any of Borrower’s or Owner’s assets or property (other than pursuant to the Loan Documents or the Senior Loan Documents).

assistant: No Conflicts
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 be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard exclusively in federal or state court sitting in the New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County and the United States District Court for the Southern District of New York for the adjudication of any civil action asserted pursuant to this paragraph.

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: The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Securities by the Company to the Purchasers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor is duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Guarantor has the power to make and perform this Guaranty and the other Loan Documents executed by it, as applicable, and all such instruments will constitute the legal, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally.

assistant: Powers
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 Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of New York, NY. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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 case excerpt and choose the best holding from the options. Case excerpt: of the Code of Virginia, under which Silver was charged in the indictments. C. Testimony Regarding the Fact That the Alleged Victim Complained to Her Guidance Counselor about Silver’s Allegedly Taking Indecent Liberties with Her Is Admissible Having found that the recent complaint hearsay exception applies to the statute under which Silver was indicted, the Court now must decide whether, under the facts of this case, the alleged victim’s report of sexual abuse to her high school guidance counselor is admissible as a recent complaint of sexual assault that qualifies as an exception to the hearsay rule. In Williams v. Commonwealth, the Virginia Court of Appeals, when analyzing the recent complaint exception to the hearsay rule, upheld the admissibility of -17, 467 S.E.2d 824, 827 (1996) (<HOLDING>). Silver characterizes the delay in reporting Options: A. holding that a letter written by a thirteenyearold victim two years after her alleged rape was admissible reasoning that the issue of the twoyear delay was one of credibility not admissibility B. holding that a delay in reporting an alleged rape goes to the victims credibility which is solely a jury question C. holding that the trial court did not commit constitutional error by excluding evidence about the pri or rape of the tenyearold victim when she was five years old because the defendant did not proffer evidence that the prior rape was similar to the current incident D. holding that twoyear delay was not reasonable E. holding that against her will in the rape statute means without her consent and that the fact that the victim was under the age of consent was sufficient to establish that element

assistant: The best answer is A. holding that a letter written by a thirteenyearold victim two years after her alleged rape was admissible reasoning that the issue of the twoyear delay was one of credibility not admissibility
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: if you collect information from users , you will : obtain their consent , make it clear you ( and not facebook ) are the one collecting their information , and post a privacy policy explaining what information you collect and how you will use it .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parent has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ended December 31, 2017, and the related audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal year ended on such date, with the opinion thereon of PricewaterhouseCoopers LLP, (ii) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended June 30, 2018, and the related audited consolidated statements of operations, shareholders’ equity and cash flows for the fiscal quarter ended on such date, with the opinion thereon of PricewaterhouseCoopers LLP, and (iii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended September 30, 2018, and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries for the fiscal quarter period ended on such date. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flows for such periods (subject, as to unaudited interim statements, to changes resulting from normal year-end audit adjustments). Neither the Parent nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.

assistant: Financial 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: The representations and warranties of each Credit Party set forth in the Credit Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties may execute this Amendment in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be deemed effective upon the exchange by the Parties of PDF copies of signed 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: interpretation will prevail if more than one reasonable interpretation); ITT Arctic Servs., Inc., 524 F.2d at 684 (same). Whether the constructive changes for which plaintiff seeks to recover are within the scope of the contract is an issue because plaintiff inexplicably contends that they are not within the scope of the contract. If these constructive changes fall within the scope of work required under the contract as modified, plaintiff could not cease performance, but must proceed under the Changes clause. Plaintiff also may be entitled to recover for breach if it is able.to demonstrate that these changes were the result of breach of good faith and fair dealing or that defendant had superior knowledge. See generally Fox Valley Eng'g Inc. v. United States, 151 Ct.Cl. 228 (1960) (<HOLDING>). Conversely, if the purported constructive Options: A. holding that where an express contract was in place between plaintiff and defendant that governed the compensation sought by plaintiff plaintiff may not recover under a theory of unjust enrichment B. recognizing that where a plaintiff failed to perform because of the defendants breach the plaintiff could recover damages caused by the defendants breach C. holding that federal statutes and regulations can form the basis of a breach of contract claim if expressly incorporated into the contract D. holding that party may not recover damages for breach of contract where its own bad faith caused the other partys breach E. holding that plaintiff entitled to recover for changes not incorporated into contract under theory of breach

assistant: The best answer is E. holding that plaintiff entitled to recover for changes not incorporated into contract under theory of breach
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: GSSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of GSSI.

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: Section 4.19 of the Disclosure Schedules sets forth a true and complete list of all casualty, directors and officers liability, general liability, workers compensation, product liability and all other types of insurance policies maintained with respect to the Company, together with the carriers and liability limits for each such policy, and any claims made under each such policy during the three years prior to the date hereof. All such policies are in full force and effect and no application therefor included a material misstatement or omission. All premiums with respect thereto have been paid to the extent due. The Company has not received notice of, nor to the Knowledge of the Company is there threatened, any cancellation, termination, reduction of coverage or material premium increases with respect to any such policy. Section 4.19 of the Disclosure Schedules identifies which insurance policies are “occurrence” or “claims made” and which Person is the policy holder. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not cause a cancellation or reduction in the coverage of such policies.

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 legal provision and list the applicable contract clause categories. Provision: Each Transaction Document to which the Seller or the Titling Trust is a party constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

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 legal provision and list the applicable contract clause categories. Provision: The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 7(d) and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

assistant: Venues
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 the Judicial Branch that its engagement in the task of passing on the validity of foreign acts óf state may hinder’ the conduct of foreign affairs.” Id. at 404, 110 S.Ct. at 704 (quoting Sabbatino, 376 U.S. at 423, 84 S.Ct. at 938). The policies underlying the doctrine include “international comity, respect for the sovereignty of foreign nations on their own territory, and the avoidance of embarrassment to the Executive Branch in its conduct of foreign relations.” Id. at 408, 110 S.Ct. at 706; see id. at 409, 110 S.Ct. at 706-07. The gravamen of Count I is a claim that Kazakhstan breached the Management Agreement by “failing to issue an export license” to World Wide. Am. Compl. ¶ 93. Count XI seeks a declaratory judgment for breach of that agreemen 6 F.2d 1326, 1328 (9th Cir.1984) (<HOLDING>). Because the relief sought here would require Options: A. holding that a contract whereby a foreign state grants a private party a license to exploit the states natural resources is not a commercial activity under the fsia since natural resources to the extent they are affected with the public interest are goods in which only the sovereign may deal B. holding district courts order permitting general asset discovery prior to ruling on alleged exception to the fsia infringed on sovereign immunity C. holding the michigan department of natural resources liable under cercla for remedial actions which exacerbated the contamination at a site D. recognizing the need for limited jurisdictional discovery to establish exception to the fsia E. holding that licensing the exploitation of natural resources is a sovereign activity under the fsia

assistant: The best answer is E. holding that licensing the exploitation of natural resources is a sovereign activity under the fsia
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: There is, however, a statutory exception to this general rule. Under New York law, [a] promise in writing and signed by the promisor or by his agent shall not be denied effect as a valid contractual obligation on the ground that consideration for the promise is past or executed, if the consideration is expressed in the writing and is proved to have been given or performed and would be a .valid consideration but for the time when it was given or performed. N.Y. Gen. Oblig. Law. § 5-1105. “To meet § 5-1105’s requirement that the consideration be 'expressed’ in the writing,, the recitation of consideration must not be vague or imprecise.” Genger v. Genger, 76 F.Supp.3d 488, 498 (S.D.N.Y.2015); see also Umscheid v. Simnacher, 106 A.D.2d 380, 482 N.Y.S.2d 295, 297-98 (2d Dep’t 1984) (<HOLDING>). Here, the district court correctly held that Options: A. holding that a statute is not vague where the words themselves possess a common and generally accepted meaning B. holding that consideration was not expressed within the meaning of section 51105 where it was vague imprecise and indeed without meaning C. holding that the complaint stated a claim under the flsa where it alleged that parties were an employer and employees within meaning of act and that the defendantemployers operation constitutes an enterprise engaged in commerce within the meaning of the act D. holding that a state is not a person within the meaning of 1983 E. holding that a police department is not a person within the meaning of section 1983

assistant: The best answer is B. holding that consideration was not expressed within the meaning of section 51105 where it was vague imprecise and indeed without meaning
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an " Action ") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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: The Borrower will obtain (or cause to be obtained) all such governmental licenses, authorizations, consents, permits and approvals as may be required for (a) the Borrower to perform its obligations under this Agreement and the other Loan Documents and (b) except to the extent that failure to obtain (or cause to be obtained) such governmental licenses, authorizations, consents, permits and approvals would not be expected to have a Material Adverse Effect, the operation of each Vessel in compliance with all applicable laws.

assistant: Approvals