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: opinions.... ” We have no trouble concluding that Rule 703 encompasses hearsay statements in a context such as the instant one, where the government expert specifically testified that his opinion was based on his experience and expertise, in conjunction with the information he received from a DEA intelligence agent and Bermudan authorities, and that such sources of information were regularly relied upon in valuating narcotics. See also 2A Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 455 (3d ed. 2000) (stating that “expert testimony, based in part upon reports of others that are not in evidence but of a sort the expert customarily relies upon in the practice of his profession, are [sic] admissible”); cf. United States v. Floyd, 281 F.3d 1346 (11th Cir.2002) (<HOLDING>). Further, even before the enactment of Federal Options: A. holding where defense counsel argued that the prosecution had not presented the testimony of a law enforcement agent because it would have been favorable to the accused the prosecutor properly argued in rebuttal that clark could have called the agent as a witness on his own B. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes C. holding that the employer was not the insurers agent D. holding that expert testimony by an atf agent based partly on his own analysis but verified by consultation with an atf technical specialist was properly admitted under rule 703 where the agent testified that the consultation was of the kind regularlyrelied upon by experts in his field E. holding that party was an agent under the plain terms of his contracts

assistant: The best answer is D. holding that expert testimony by an atf agent based partly on his own analysis but verified by consultation with an atf technical specialist was properly admitted under rule 703 where the agent testified that the consultation was of the kind regularlyrelied upon by experts in his field
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: and thus held that the entire agreement was unenforceable. In reaching this conclusion, the district court determined that the cost-splitting provision was severable from the rest of the agreement; had it reached the contrary conclusion, it would not have proceeded to consider the enforceability of the remainder of the agreement. We agree with the district court’s determination that the cost-splitting provision at issue in the present case was sever-able from the rest of the arbitration agreement. That provision was not interwoven with the rest of the agreement and may be deleted without affecting the rest of the agreement’s provisions regarding arbitration. This conclusion is consistent with both Tennessee contract law and our own precedents. See also Giordano, 2001 WL 484360, at *6 (<HOLDING>); Fuller v. Pep Boys-Manny, Moe & Jack of Del., Options: A. holding that limitation of liability provisions in arbitration agreement included in nursing homes admissions documents violated public policy and were not severable because they constituted financial heart of arbitration agreement B. holding that an arbitration agreement is separable from the underlying agreement C. holding that when agreement includes severability provision intent of the parties and policy in favor of arbitration dictate that rest of agreement should be held enforceable D. holding that costsplitting provision in pep boys arbitration agreement is severable from the rest of the agreement E. holding that arbitration agreement was not unconscionable where agree ment did not limit punitive damages and limitation of liability provision was severable if unenforceable

assistant: The best answer is D. holding that costsplitting provision in pep boys arbitration agreement is severable from the rest of the agreement
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: Except as otherwise provided in Section 9.3 , the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all reasonable attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

assistant: Fees
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: independent contractor status, see Utah Admin. Code R994-204-301(1). That is, even considering the factual findings based on the business license and agency questionnaire, the Board determined that RLS had not met its burden to show that the Claimant was an independent contractor. RLS argues that it did meet its burden. This issue is a mixed question of fact and law. See Murray v. Labor Comm'n, 2013 UT 38, ¶ 33, 308 P.3d 461 ("[A] mixed question arises when an agency or lower court must apply a legal standard to a set of facts unique to a particular case." (citation and internal quotation marks omitted)). And because the determination of whether independent contractor status was established is "fact-like" and not "law-like," we grant deference to the Board on this question. See id. 137 (<HOLDING>). T7 The Utah Administrative Code sets forth Options: A. holding that agency interpretation which is reasonable is entitled to deference B. recognizing that the declaratory judgment act is only procedural and does not create substantive rights internal quotation marks and citations omitted C. holding that it is not D. holding that an appeal is not moot so long as the appellate court can fashion relief that is both effective and equitable internal quotation marks omitted alteration in original E. recognizing that deference is granted where the mixed finding is not lawlike because it does not lend itself to consistent resolution by a uniform body of appellate precedent or is factlike because the agency is in a superior position to decide it citation and internal quotation marks omitted

assistant: The best answer is E. recognizing that deference is granted where the mixed finding is not lawlike because it does not lend itself to consistent resolution by a uniform body of appellate precedent or is factlike because the agency is in a superior position to decide it citation and internal quotation marks omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing, in no event shall the Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation service on which the Common Stock of the Company is listed or quoted.

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: If any Term Loan is prepaid in accordance with paragraphs (ii) through (iv) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in the applicable currency and in immediately available funds not later than 11:00 A.M. (New York time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term Loans on a pro rata basis. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this subsection 3.4(j) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this subsection 3.4(j) and notwithstanding anything to the contrary contained in this Agreement, ( i ) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Loans to reflect the payment of accrued interest to certain Lenders as provided in this subsection 3.4(j)(vi) and ( ii ) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the respective Lenders after giving effect to any prepayment pursuant to this subsection 3.4(j) as if made at par. It is also understood and agreed that prepayments pursuant to this subsection 3.4(j) shall not be subject to subsection 3.4(a), or, for the avoidance of doubt, subsection 10.7(a) or the pro rata allocation requirements of subsection 3.8(a).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: "so inextricably intertwined ... that [the] right to counsel for the pending charge cannot ... constitutionally be isolated from [the] right for [the] uncharged offense.” Petr’s Mem. at 6 (citing United States v. Hines, 963 F.2d 255 (9th Cir.1992)). This narrow exception does not apply to this case, which involves two completely separate and unrelated offenses, one minor, one serious, committed at different times in different places, with only the same defendant in common between them. See Hines, 963 F.2d at 257-58 (declining to apply exception to general rule that the Sixth Amendment is offense-specific, because "[although [the uncharged offense involved] the same offense, the place, time, and persons were all different”); United States v. Cooper, 949 F.2d 737, 743-44 (5th Cir.1991) (<HOLDING>). Whatever the precise contours of this Options: A. holding that mere possession of a dangerous weapon is insufficient to support a charge of robbery with a dangerous weapon B. holding unlawful possession of any unregistered firearm involves a substantial risk that physical force against the person or property of another will occur C. holding that armed robbery suspect was entitled to bail hearing even though armed robbery was considered capital offense under mississippi law because maximum sentence was life imprisonment D. holding that in a prosecution for possession of an unregistered firearm evidence of an armed robbery committed with the firearm was admissible E. holding that exception did not apply to uncharged federal offense of unlawful possession of unregistered firearm even though defendant already had pending state charge of armed robbery involving the same weapon

assistant: The best answer is E. holding that exception did not apply to uncharged federal offense of unlawful possession of unregistered firearm even though defendant already had pending state charge of armed robbery involving the same weapon
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 Borrower’s knowledge, each Covered Party and each of its assets are in compliance in all respects with all laws, rules, regulations, orders, judgments, writs and decrees, the failure to comply with which is likely to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: basis on which to make an initial estimate of the value of a lawyer’s services. The party seeking an award of fees should submit evidence supporting the hours worked and rates claimed. Where the documentation of hours is inadequate, the district court may reduce the award accordingly. 461 U.S. at 433, 103 S.Ct. at 1939; see also Spanish Action Committee of Chicago v. City of Chicago, 811 F.2d 1129, 1137 (7th Cir.1987). The district court “should exclude from this initial fee calculation” hours that were not “reasonably expended.” Hensley v. Eckerhart, 461 U.S. at 434, 103 S.Ct. at 1939 (citation omitted). Attorneys fees incurred in litigating fee issues and post-trial motions are recoverable. Matter of Burlington Northern, Inc. Employment Practices Litigation, 832 F.2d 430, 434 (<HOLDING>); see also Nanetti v. University of Illinois at Options: A. recognizing discretion of district court in determining a fee award B. holding that an award of attorneys fees under supreme court rule 38 precursor to rule 222 did not preempt an award of attorneys fees to which one is otherwise entitled and thus appellant could seek an award of attorneys fees pursuant to section 1577300 which permits an award of fees for a party prevailing in an action against a state agency C. holding that an attorneys fee award must be reasonable in relation to the success achieved quoting hensley v eckerhart 461 us 424 436 103 sct 1933 76 led2d 40 1983 D. holding proper basis for award of fees E. holding that hensley v eckerhart applies to a fee award for seeking fees

assistant: The best answer is E. holding that hensley v eckerhart applies to a fee award for seeking fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OR IN CONNECTION WITH IT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS 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 legal provision and list the applicable contract clause categories. Provision: No use of the pipelines, facilities or equipment used in connection with this Contract shall be construed as having been dedicated to public use and it is hereby acknowledged by the Parties that the owner of any pipelines used to transport Fuel under this Contract retains the rights to determine who, other than the Parties to this Contract, shall use said pipelines, facilities, and equipment. If any action is taken or threatened by any Governmental Authority to declare the usage herein granted to either Party a public use, then and in that event, the Parties shall enter into good faith negotiations to restructure and restate the Contract provided that such restructuring and restatement does not increase the charges that Companies is obligated to pay hereunder. In the event that the Parties are unable to agree to any such restructuring within forty (40) days after the commencement of negotiations, either Party will have the right to terminate this Contract effective ninety (90) days’ after giving written notice of termination to the other Party.

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: (i) A Participant shall be required to pay to any member of the Company Group, and any member of the Company Group shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

assistant: Tax Withholdings
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: an owner or in possession of land in order to make a valid appropriation for irrigation purposes. 45 Mont. at 175, 122 P. at 582 (emphasis added). Finally, this Court addressed the right to appropriate water on federal lands in St. Onge v. Blakely, holding as follows: The right to use water may be owned without regard to the title to the land upon which the water is used; it is a possessory right which may be acquired by appropriation and diversion for a beneficial use; such a right can be acquired by a squatter on public lands .... 76 Mont at 18, 254, P. at 537. Finally, Wells A. Hutchins addressed the rule in Montana, explaining: The Montana rule does not require fee simple title in the appropriator to land to be irrigated under his right. It does apparently contemplat 4 (1905) (<HOLDING>); Hays v. Buzard, 31 Mont. 74, 77 P. 423 (1904) Options: A. holding that subsequent patent did not convey lands that had previously been appropriated it is a familiar principle of public land law that statutes providing generally for disposal of the public domain are inapplicable to lands which are not unqualifiedly subject to sale and disposition because they have been appropriated to some other purpose the general words of the granting act are to be read as subject to such exception B. holding that land that is permanently appropriated to an inconsistent use is abandoned C. recognizing validity of water right appropriated to irrigate land appropriator only occupied on public domain D. recognizing validity of water rights appropriated on public domain for use on school trust land even though appropriator did not own or intend to patent place of use E. holding that appropriation protects the right of an earlier appropriator to the extent of his beneficial use against a later appropriator

assistant: The best answer is C. recognizing validity of water right appropriated to irrigate land appropriator only occupied on public domain
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Trust, the Borrower and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Trust, Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided, however, that, except in the case of disclosure to bank regulators or examiners in accordance with customary banking practices, if legally permitted, written notice of each instance in which Information is required or requested to be disclosed shall be furnished to the Company not less than 30 days prior to the expected date of such disclosure or, if 30 days’ notice is not practicable under the circumstances, as promptly as practicable under the circumstances, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.19 , to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agent and the Lenders in connection with the administration of this Agreement and the other Loan Documents.

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: Each Grantor shall maintain, or cause to be maintained, with financially sound and reputable insurers, insurance with respect to the Collateral against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such Persons and otherwise as is prudent for Persons engaged in similar businesses. Each Grantor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. Unless the Securities Purchase Agreement or the Notes expressly provides otherwise, the following sentence will control application of proceeds. If no Event of Default exists, loss payments in each instance will be applied by the applicable Grantor to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Grantor, provided , however, that payments received by any Grantor after an Event of Default occurs and is continuing shall be paid to the Agent and, if received by such Grantor, shall be held in trust for and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.

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: The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “ Enforceability Exceptions ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of each Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of such 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 terms and conditions of this Note share inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer all or any part of the Note without prior written consent of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 13 . Exhibit- 14 contains two 2010 K-ls for QPSR Partners, LP. One lists "Joseph and Donna Grasso" and the shareholder's name. The other lists "Joseph Grasso” as the shareholder's name. 14 . A debtor-in-possession’s failure to seek court approval for payments to professionals represents cause for dismissal or conversion. In re 3868-70 White Plains Rd., Inc., 28 B.R. 515 (Bankr.S.D.N.Y.1983). 15 . Fed. R. Bankr.P.2015(a)(3) requires a chapter 11 debtor in possession to file monthly operating reports. The timely filing of such reports has been characterized a "one of the most fundamental and crucial duties of a debtor-in-possession." In re Savino Oil & Heating Co., Inc., 99 B.R. 518, 526 (Bankr.E.D.N.Y.1989); see also In re Horn & Hardart Baking Co., 22 B.R. 668, 670 (Bankr.E.D.Pa.1982) (<HOLDING>). 16 . The Debtor received a loan repayment on Options: A. holding that agency reports ofgovernment investigations containing witness interviews were not admissible under public records exception because statements in reports were not based upon personal knowledge of government agent B. holding that records relating to a student court were not education records C. holding that court was within its discretion to refuse to consider reports that did not meet the supreme courts standards for admitting reports into evidence D. recognizing a telephone company operating under a franchise agreement as holding a nondelegable duty to the public E. recognizing the debtorinpossessions duty to file records and operating reports

assistant: The best answer is E. recognizing the debtorinpossessions duty to file records and operating reports
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 to this Agreement hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of Delaware sitting in Wilmington, Delaware and the United States District Court for the District of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement or the transaction contemplated hereby, (ii) agrees not to commence any action, suit or proceeding relating thereto except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail, or otherwise in the manner provided for notices in Section 8(g) hereof, shall be effective service of process for any such action, suit or proceeding brought against it in any such court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in such courts and (v) agrees not to plead or claim in any court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

assistant: Submission To Jurisdiction
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 is not (i) an “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) that is subject to the provisions of Title 1 of ERISA, (ii) a “plan” that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986 (the “ Code ”) or (iii) an entity whose assets are treated as “plan assets” under ERISA by reason of an employee benefit plan’s or plan’s investment in such entity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond or furnishing other security, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available and no party shall oppose the granting of such relief on the basis that money damages would be sufficient.

assistant: Specific Performance
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 induce Senior Creditor to execute and deliver this Agreement, Subordinated Creditor hereby represents and warrants to Senior Creditor that as of the date hereof: (a) it is duly formed and validly existing under the laws of the jurisdiction of its organization and has the legal capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by Subordinated Creditor will not violate or conflict with (i) the organizational documents of Subordinated Creditor, (ii) any agreement binding upon Subordinated Creditor or (iii) any applicable law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (d) Subordinated Creditor is the sole owner, beneficially and of record, of all of the Subordinated Credit Documents and the Subordinated Obligations; and (e) the Subordinated Obligations are unsecured.

assistant: Representations
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: Until the Discharge of First Lien Obligations has occurred, the Directing First Lien Collateral Agent shall have the sole and exclusive right, subject to the rights of the First Lien Obligors under the First Lien Financing Documents, to settle or adjust claims over any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect of the Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Documents, including any other intercreditor agreement among the First Lien Collateral Agents (including, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) and thereafter, if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Second Lien Obligors under the Second Lien Financing Documents, to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Obligations has occurred, to the owner of the subject property, as directed by the Top Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if any Second Lien Collateral Agent or any other Second Lien Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.2 .

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: car. The court stated, however, that it believed D.W.O. was guilty of conspiracy to commit criminal damage to property and adjudicated D.W.O. delinquent on “the lesser-included offense of conspiracy to commit damage to property.” ISSUE Did the trial court err in adjudicating appellant on an offense not charged in the delinquency petition? ANALYSIS D.W.O. argues that the trial court erred in adjudicating him delinquent of conspiracy to commit criminal damage to property, a crime that was not charged in the petition and was not a lesser-included offense of any crime charged in the petition. The state concedes that conspiracy to commit criminal damage to property is not a lesser-included offense of criminal damage to property. See State v. Lucas, 372 N.W.2d 731, 740-41 (Minn.1985) (<HOLDING>). But the state argues D.W.O. has not shown Options: A. holding that firstdegree sexual abuse is a lesserincluded offense of firstdegree sodomy B. holding that a conviction for conspiracy to commit firstdegree depravedmind murder could not stand under current case law because conspiracy requires both intent to agree and intent to commit the offense which is the object of the conspiracy and depravedmind murder is an unintentional killing resulting from highly reckless behavior C. holding that conspiracy to commit murder is not lesserincluded offense of firstdegree murder D. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill E. holding that firstdegree sexual abuse is a lesserincluded offense of firstdegree rape

assistant: The best answer is C. holding that conspiracy to commit murder is not lesserincluded offense of firstdegree murder
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 plea agreement or transcript of colloquy between judge and defendant in which the factual basis for the plea was confirmed by the defendant, or to some comparable judicial record of this information. Id. at 26, 125 S.Ct. 1254. In reaching this conclusion, a majority of the Supreme Court observed that a less formalistic approach would cast doubt on the constitutionality of the ACCA, because it would implicate the protections of the Sixth and Fourteenth Amendments, i.e., “the Sixth and Fourteenth Amendments guarantee a jury standing between a defendant and the power of the state, and they guarantee a jury’s finding of any disputed fact essential to increase the ceiling of a potential sentence,” Id. See id. at 28, 125 S.Ct. 1254 (Thomas, J., concurring in part and concurring in judgment)(<HOLDING>). Justice O’Connor authored a dissent in Options: A. holding that the law presumes that the jury will follow the courts instructions B. holding that a jury is presumed to follow the trial courts instructions C. holding that if jury instructions viewed as a whole fairly state the applicable law to the jury the failure to give particular instructions will not be error D. holding that the ninth circuit erred because the state appellate courts conclusion that one incorrect statement in jury instructions did not render the instructions likely to mislead the jury was not unreasonable E. holding that permitting sentencing courts to look beyond charging papers jury instructions and plea agreements would give rise to constitutional error

assistant: The best answer is E. holding that permitting sentencing courts to look beyond charging papers jury instructions and plea agreements would give rise to constitutional error
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: Castillo-Rodríguez, 23 F.3d 576, 581 (1st Cir.1994); the nonmovant has a “corresponding obligation to offer the court more than steamy rhetoric and bare conclusions.” Lawton v. State Mut. Life Assurance Co. of Am., 101 F.3d 218, 223 (1st Cir.1996). Furthermore, “the nonmovant must ‘produce specific facts, in suitable evidentiary form’ sufficient to limn a trial-worthy issue.... Failure to do so allows the summary judgment engine to operate at full throttle.” Id.; see also Kelly v. United States, 924 F.2d 355, 358 (1st Cir.1991) (warning that “the decision to sit idly by and allow the summary judgment proponent to configure the record is likely to prove fraught with consequence.”); Medina Muñoz, 896 F.2d at 8, (quoting Mack v. Great Atl. & Pac. Tea Co., 871 F.2d 179, 181 (1st Cir.1989)) (<HOLDING>) Upon examining the motions filed by both sides Options: A. holding substance of claim must have been presented to state court B. holding that the evidence illustrating the factual controversy cannot be conjectural or problematic it must have substance in the sense that it limns differing versions of the truth which a factfinder must resolve C. holding that a district court must compare and weigh the opposing evidence and it must set aside the verdict if it determines that the verdict is against the clear weight of the evidence D. holding to prove possession the state must show that a defendant possessed a certain substance the substance was illegal and he had knowledge of the presence of the substance E. holding that to justify a new trial based upon newly discovered evidence 1 the evidence must have been discovered after trial 2 the failure to discover this evidence must not be attributable to a lack of due diligence on the part of the movant 3 the evidence must not be merely cumulative or impeaching 4 the evidence must be material and 5 the evidence must be likely to produce an acquittal if a new trial is granted

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the information was filed whether he affirms or denies that he has been previously convicted.”). Accordingly, he contends that the Government failed to meet its burden of proving the convictions. See United States v. Reliant, 568 F.3d 125, 141 (4th Cir.2009) (listing facts the government must prove). The district court’s error was, however, harmless. “Although § 851 [ (c) ] allows a defendant to attack a prior conviction ... [§ 851(e) ] precludes challenges to convictions ‘which occurred more than five years before the date of the information alleging such prior conviction.’ ” Rounsavall, 115 F.3d at 566, quoting 21 U.S.C. § 851(e); United States v. Samuels, 543 F.3d 1013, 1020 (8th Cir. 2008); see also Custis v. United States, 511 U.S. 485, 487, 114 S.Ct. 1732, 128 L.Ed.2d 517 (1994) (<HOLDING>). Henderson’s convictions occurred 20 and 16 Options: A. holding that due to statute defendant cannot collaterally attack prior convictions used to enhance sentence unless in violation of the right to counsel B. holding that prior felony drug convictions that fall within the conspiracy period may be used to enhance the defendants sentence if the conspiracy continued after his earlier convictions were final C. holding amended language gives district courts discretion to permit collateral attack on prior convictions used to enhance sentence D. holding that a defendant cannot collaterally challenge a prior conviction used to calculate criminal history points E. holding that a defendant cannot collaterally attack a prior state conviction during a federal sentencing proceeding in a different case

assistant: The best answer is A. holding that due to statute defendant cannot collaterally attack prior convictions used to enhance sentence unless in violation of the right to counsel