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: real property of the debt- or’s estate. Because the parcel to be sold includes part of the Signal Hill B property which is not a part of the debtor’s estate nor part of the McMahons’ estate, neither trustee is authorized to sell the property. The court finds no distinction between this case and others in which a trustee has sought court approval to sell real property owned by a partnership and not by the individual partner that had filed bankruptcy. See In re Manning, 831 F.2d at 206-07; In re Funneman, 155 B.R. 197, 198-99 (Bankr.S.D.Ill.1993). Both courts consistently reasoned that the real property in question was not property of the estate and therefore was not subject to sale by the chapter 7 trustee under § 363(f). In re Manning, 831 F.2d at 207; In re Funneman, 155 B.R. at 200 (<HOLDING>); see also Rodeck v. Olszewski (In re Options: A. holding that this court lacked jurisdiction under 46110 for lack of finality and that the district court also lacked jurisdiction because the orders were not final and thus not ripe for review B. holding not only that trustee lacked authorization under 363f but also that bankruptcy court lacked subject matter jurisdiction to approve a sale of nonestate property C. holding that a consent order purporting to exert jurisdiction over nonestate property cannot be utilized to support a finding of subject matter jurisdiction over claims that otherwise could not be heard in bankruptcy court D. holding that an award of sanctions under rule 11 survives despite a later determination that the court lacked subject matter jurisdiction E. holding that creditor lacked appellate standing to appeal order of bankruptcy court absent permission of bankruptcy court

assistant: The best answer is B. holding not only that trustee lacked authorization under 363f but also that bankruptcy court lacked subject matter jurisdiction to approve a sale of nonestate property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, (a) each of the Partnership Entities has prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate, (b) each of the Partnership Entities has timely paid all Taxes that are required to be paid by any of them, (c) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of any Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Partnership Entity, and (d) all Taxes required to be withheld by any Partnership Entity have been withheld and paid over to the appropriate Tax authority (except in the case of this clause (d) or clause (a) or (b) above, with respect to matters contested in good faith and for which adequate reserves have been established on the Partnership’s financial statements included or incorporated by reference in the BSM SEC Documents). None of the Partnership Entities has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.

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 case excerpt and choose the best holding from the options. Case excerpt: D’Oench, Duhme did not preclude a borrower from asserting claims for wrongful acceleration and unreasonable disposal of collateral at foreclosure. Because the claims did not arise from a secret or unrecorded agreement but rather arose from the implied good faith obligation part of every contract under state law, the claims would be apparent to the bank examiners considering the failed thrift’s documents in light of relevant law; D’Oench, Duhme and § 1823(e) were, accordingly, held inapposite. See also New Bank of New England, N.A v. Callahan, 798 F.Supp. 73, 77 (D.N.H.1992) (legal obligations arising from state law rather than purported agreements between parties do not rely upon “agreements” within the meaning of D’Oench or § 1823(e)); In re Beitzell, 163 B.R. 637 (Bankr.D.D.C.1993) (<HOLDING>). But see F.D.I.C. v. Smith, 848 F.Supp. 1053, Options: A. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract B. recognizing that evidence of breach of implied covenant of good faith and fair dealing may support punitive damages C. holding doench duhme does not bar state law claim based on breach of an implied covenant of good faith and fair dealing D. holding that negligence alone is not sufficient to constitute a breach of the implied covenant of good faith and fair dealing owed to insureds E. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract

assistant: The best answer is C. holding doench duhme does not bar state law claim based on breach of an implied covenant of good faith and fair dealing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Parent, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all federal income Tax returns and reports, and all other material 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 Parent, the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of Parent, the Borrower and the Restricted Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien has been filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge.

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 case excerpt and choose the best holding from the options. Case excerpt: in Illinois, through its agents in the State, was occasional in the temporal sense. Compare Dal Ponte v. Northern Manitoba Native Lodges, Inc. (1991), 220 Ill. App. 3d 878, 884, 581 N.E.2d 329, 333 (declining to find personal jurisdiction over a Canadian corporation which solicited customers at Illinois fishing shows and accepted reservations because its relationship with the State was "more akin to occasional or casual activity”); Baldknobbers, Inc., 107 Ill. App. 3d at 238, 437 N.E.2d at 721 (finding that a country music promoter was not subject to court’s jurisdiction because its two to five annual solicitation visits to the State constituted at best only a sporadic or occasional presence here), with Huffman v. Inland Oil & Transport Co. (1981), 98 Ill. App. 3d 1010, 424 N.E.2d 1209 (<HOLDING>). Here, although Appleton does not earn a great Options: A. holding that a foreign corporation was amenable to process since the record disclosed a regular pattern of its plying the waterways of the state B. holding that resident shareholder of s corporation is eligible for tax credit for taxes paid by corporation in another state and noting that this conclusion is consistent with the internal revenue code which provides that shareholders of an s corporation are entitled to a foreign tax credit for their share of foreign income tax paid by an s corporation C. holding that the hague convention applied because while minnesota law permitted a foreign corporation to be served with process through the secretary of states office the applicable statute also required the secretary of state to mail a copy of the summons to the foreign corporation before service was effectuated D. holding that a corporation is fairly regarded at home and so amenable to personal jurisdiction for suits relating to all of its activities including those outside the forum in its principal place of business and place of incorporation E. holding that the actual amount of capital employed in the state by a foreign corporation was to be based on the property of the corporation that was within the state and that was used in business transacted within the state

assistant: The best answer is A. holding that a foreign corporation was amenable to process since the record disclosed a regular pattern of its plying the waterways of the state
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 Board, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCTS DOCUMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS, THE BORROWERS, OR SUCH OTHER PERSON AS SUCH CREDIT PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH CREDIT PARTY AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH CREDIT PARTY SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH CREDIT PARTY SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH CREDIT PARTY; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH CREDIT PARTY TO RECEIVE SERVICE OF PROCESS, EACH CREDIT PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH CREDIT PARTY WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS ON BEHALF OF SUCH CREDIT PARTY WITH RESPECT TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS AND THE BANK PRODUCTS DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of lien interests is “first in time is first in right”). Second, even if the trial court had the authority to declare the Association’s lien superior to the mortgage lien as a sanction, the fact remains that the issue of lien priority was never actually litigated. See Goodman v. Aldrich & Ramsey Enters., Inc., 804 So.2d 544, 547 (Fla. 2d DCA 2002) (providing that for collateral estoppel to apply, the issue “must have been actually litigated”). Nor would it change the fact that PNC Bank, as the holder of the mortgage who obtained title to the subject property via foreclosure sale, qualified as a first mortgagee regardless of the fact that the Association’s assessment lien survived the foreclosure action. See Beltway Capital, LLC v. Greens GOA Inc., 153 So.3d 330, 333 (Fla. 5th DCA 2014) (<HOLDING>). Third, and aside from the fact that no Options: A. holding that because the bank held the mortgage when it acquired title by foreclosure it was entitled to safe harbor as a first mortgagee without further regard to whether it was also an assignee B. holding that in a case in which an omitted junior mortgagee foreclosed its mortgage the junior mortgagee had the absolute right to redeem from the senior mortgagee who had purchased the property at a sale following foreclosure of the senior mortgage C. holding that foreclosure of prior mortgage extinguished second mortgage D. holding that the mortgagee named in the mortgage at the time of the mortgages execution acquired the legal title to the property E. holding that rookerfeldman barred a debtors action to rescind a mortgage because it was inextricably intertwined with a state courts foreclosure judgment which was premised on the existence of a valid mortgage

assistant: The best answer is A. holding that because the bank held the mortgage when it acquired title by foreclosure it was entitled to safe harbor as a first mortgagee without further regard to whether it was also an assignee
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 Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof (including entering into any Market Intercreditor Agreement) together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Company shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of October 4, 2015 and related unaudited interim statements of income and retained earnings.

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 case excerpt and choose the best holding from the options. Case excerpt: This Court has recognized that “courts will not hold conduct to constitute a nuisance where authority therefor exists by virtue of legislative enactment.” Smith v. Tenn. Valley Auth., 436 F.Supp. 151, 154 (E.D.Tenn.1977); accord N.C. ex rel. Cooper v. Tenn. Valley Auth., 615 F.3d 291, 309-10 (4th Cir.2010) (operation of TVA power plants under permits required by Congress and the EPA cannot be deemed a public nuisance). Here, the TVA Act authorizes TVA to acquire and construct transmission lines and distribute electric power, and affords TVA those powers that may be necessary or appropriate to exercise that right. See 16 U.S.C. §§ 831c(g)-(j), 831d(i); see also 16 U.S.C. § 831k, 831x. Thus, the conduct complained of in the complaint cannot constitute a public nuisance. Accord id. (<HOLDING>); Morris v. Tenn. Valley Auth., 345 F.Supp. Options: A. holding that it is the legislative authority of the union that must make an act a crime B. holding ordinary and necessary concomitants to operating railroad terminal authorized by specific grant of legislative franchise not nuisance C. holding that to negate coverage under an exclusion insurer must show that its construction is the only construction that could fairly be placed thereon D. holding that substantive criminal statute could not be applied retrospectively because there was nothing in the language or the legislative history that was a clear and unequivocal expression of legislative intent to rebut presumption of prospective application only E. holding that the construction of a hydroelectric generating facility could not constitute a nuisance because it was being constructed under legislative authority

assistant: The best answer is E. holding that the construction of a hydroelectric generating facility could not constitute a nuisance because it was being constructed under legislative authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an interest in prosecuting, and devoting substantial resources to, misdemeanors occurring on federal park land, then surely there is a substantial federal interest in prosecuting a murder occurring on the same land. 5 . The preponderance of the evidence standard applies because a transfer hearing is not a criminal proceeding resulting in an adjudication of guilt or innocence, but rather is a civil proceeding resulting in an adjudication of status. See United States v. Juvenile Male #1, 86 F.3d 1314, 1322-23 (4th Cir.1996). The strict rules of evidence therefore do not apply during a transfer hearing and hearsay is admissible. See United States v. A.R., 38 F.3d 699, 703 (3d Cir.1994); United States v. Doe, 871 F.2d 1248, 1254-55 (5th Cir.1989). 6 . See Juvenile Male # 1, 86 F.3d at 1322 (<HOLDING>) (quoting United States v. Romulus, 949 F.2d Options: A. holding that decision to sentence juvenile as an adult subject to abuse of discretion review B. holding that statute allowing for transfer of juvenile to adult criminal court does not implicate apprendi because the judges transfer determination does not subject the juvenile to enhanced punishment it subjects the juvenile to the adult criminal justice system C. holding that the decision to transfer rests within the sound discretion of the court D. holding that the decision to transfer rests within the sound discretion of the district court E. recognizing that the question of whether the interest of justice is served by the transfer of a juvenile for adult prosecution is a decision within the broad discretion of the district court

assistant: The best answer is E. recognizing that the question of whether the interest of justice is served by the transfer of a juvenile for adult prosecution is a decision within the broad discretion of the district court
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 agreements in Sections 10.04(b) , (c) and (d) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim in the third amended complaint, this complaint was not filed until after the summary judgment briefing was filed. Next, Elliott challenges the grant of summary judgment on her supervisory liability claim against Harnett. Upon review, we conclude that the district court properly granted summary judgment to Harnett on the supervisory liability claims for substantially the same reasons as those stated in the district court’s thorough and well-reasoned order. Critically, Elliott failed to produce any evidence to demonstrate that Harnett was personally involved in Glace’s death. See Colon v. Coughlin, 58 F.3d 865, 873 (2d Cir.1995); Ashcroft v. Iqbal, 556 U.S. 662, 676, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009); see also Grullon v. City of New Haven, 720 F.3d 133, 139 (2d Cir.2013) (<HOLDING>). Although Elliott argues that Harnett was Options: A. recognizing conflict between interests of the highest order B. recognizing conflict C. recognizing the conflict D. recognizing possible conflict between the cases E. recognizing conflict between circuits

assistant: The best answer is D. recognizing possible conflict between the 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 case excerpt and choose the best holding from the options. Case excerpt: at 21.) The court disagrees, as the statute contains no such limitation. On the contrary, the statute is very broad, encompassing “any person,” and “any claim or demand.” “The language, ‘any claim or demand’ is broad enough to embrace every character of claim, whether legal or equitable.” Fidelity & Deposit Co. of Md. v. Gill, 116 Va. 86, 81 S.E. 39, 42 (1914). Following this logic and the statu this statute, as only injunctive relief and mandamus may be obtained under that count. See infra. The plaintiff also argues that, by its terms, § 15.2-1248 potentially bars claims only against the County itself, and not against the individual defendants in their individual capacities, e.g., for frauds committed outside the scope of their duties. The court agrees. See Burk, 284 S.E.2d at 603 (<HOLDING>). The plaintiff further contends that § Options: A. recognizing that a board of elections is not a political subdivision and its members are not county officers B. holding that members of the board of trustees of an elementary school had standing to challenge the actions of the county board of education because they suffered an actual injury when the county board nullified their unanimous vote to reject a candidate for principal of the elementary school C. holding thatthe feres doctrine extends to bar a federal service members state law intentional tort claim against army supervisors D. holding that plaintiffs failure to allege compliance with these statutes did not bar his claim against members of county board of supervisors as individuals for illegal expenditures of public funds E. holding that under section 25303 the board of supervisors has a statutory duty to supervise the conduct of all county officers

assistant: The best answer is D. holding that plaintiffs failure to allege compliance with these statutes did not bar his claim against members of county board of supervisors as individuals for illegal expenditures of public funds
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: section 554.2207(1). See Iowa Code § 554.2207(1); Sudenga Indus., Inc., 894 F.Supp. at 1238 n. 3 (noting that courts have consistently found that invoices, sent contemporaneously with goods can qualify as written confirmations under U.C.C. section 2-207). In addition, the court finds that it is appropriate to supplement the parties’ agreement with course of dealing evidence. See Iowa Code § 554.2202(1). The Terms and Conditions provided o 2011 invoice and the Terms and Conditions printed on the back are part of the contract. b. Are oral promises part of the contract? i. Parties’ arguments CDW argues that oral promises are not part of the contract because “the plain language of the contract excluded extrinsic and parol terms.” CDW Motion at 2. BVS argues that the te . 281, 284 (1931) (<HOLDING>). The “key question,” however, is the intent of Options: A. holding that such statements were not even enough for an evidentiary hearing B. holding that the court was not bound by the parties agreement that contracts were unambiguous and holding that contracts were ambiguous C. holding that the juveniles statements to police were properly admitted into evidence where the totality of the circumstances showed that the juveniles statements were voluntary D. holding that statements made in the course of negotiation were not contracts and such statements were merged into the final written agreement E. holding that when the courts oral statements in the plea colloquy conflict with the written agreement the courts oral statements control

assistant: The best answer is D. holding that statements made in the course of negotiation were not contracts and such statements were merged into the final written 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: Payment and provision of the benefits described in Sections 6(b) and 6(c) of this Agreement (the “ Severance Payments ”) are subject to Executive’s execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (the “ Release ”), which shall be incorporated by reference into this Agreement and become a part hereof, within sixty (60) days of Executive’s termination of employment, which has (and not until it has) become irrevocable, releasing NBTB, NBT Bank, and any of their affiliates, and their directors, officers, and employees, from any and all claims or potential claims arising from or related to Executive’s employment with NBTB, NBT Bank, or any of their affiliates or Executive’s termination of employment. If the Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, payments or benefits shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “ Release Effective Date ”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party hereto of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: OF JURY TRIAL . EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL TO TRIAL BY JURY ANY LEGAL PROCEEDING (WHETHER BASED CONTRACT, TORT OR OTHERWISE) ARISING OF RELATED TO THIS AMENDMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party will use its Commercially Reasonable Efforts to take all actions and to do all things necessary to consummate, make effective, and comply with all of the terms of this Agreement and the transactions contemplated hereby (including satisfaction, but not waiver, of the Closing conditions set forth in Article VII ).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies, however, shall be cumulative and not exclusive, and shall be in addition to any other remedy which any party hereto may have.

assistant: Enforcements
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: Schedule 4.14 sets forth the name of, the ownership interest of each Loan Party in, the jurisdiction of incorporation or organization of such Loan Party, and the type of each Subsidiary of the Parent and the other Loan Parties and identifies each Subsidiary that is a Borrower or Subsidiary Loan Party, in each case as of the Restatement Effective Date.

assistant: Subsidiaries
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: notwithstanding the previous Rule 404(b) ruling. Obviously, the calculus of whether or not to place Harris on the stand might have differed if evidence of his prior drug conviction were already before the jury. 2 . Compare Aron v. United States, 291 F.3d 708, 714-15 (11th Cir.2002) (in § 2255 context, where petitioner "alleges facts that, if true, would entitle him to relief, then the district court should order an evidentiary hearing and rule on the merits of his claim”) (citation omitted) and United States v. Yizar, 956 F.2d 230, 234 (11th Cir.1992) (where § 2255 petitioner "has made sufficient allegations so that it cannot be conclusively stated that he is entitled to no relief, ... an evidentiary hearing must be held”) with Lynn v. United States, 365 F.3d 1225, 1239 (11th Cir.2004) (<HOLDING>) and Long v. United States, 883 F.2d 966, 968 Options: A. holding that there is no need for an evidentiary hearing when the petitioners habeas submissions demonstrate that the petitioner is conclusively entitled to relief in such circumstances an evidentiary hearing would be a waste of judicial resources B. holding that district court was not required to hold an evidentiary hearing based on 2255 petitioners mere eonclusory allegations in his affidavit C. recognizing that evidentiary hearing is not required when 2255 petitioner offers nothing more than conclusoiy allegations D. holding that more than notice to a defendant is required E. holding that an evidentiary hearing is not required if there are no factual issues in dispute

assistant: The best answer is C. recognizing that evidentiary hearing is not required when 2255 petitioner offers nothing more than conclusoiy allegations
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: this same issue that any error that occurred as a result of the judge — as opposed to the jury^ — -finding for purposes of § 4B1.1(a)(1) that a defendant was at least 18 years old at the time of his offense was harmless. Id. at 1109. Pittman, however, was recently vacated by the Supreme Court and remanded for further consideration in light of Booker. Pittman v. United States, — U.S. -, 125 S.Ct. 1946, 161 L.Ed.2d 764 (U.S. Apr. 25, 2005), reh’g denied, — U.S.-, 125 S.Ct. 2539, 162 L.Ed.2d 289 (U.S. June 6, 2005). Our reconsideration of the matter is pending. There is no need to resolve the Pittman issue today because both Seals and Johnson are otherwise entitled to a limited remand pursuant to the procedure set forth in Paladino. United States v. White, 406 F.3d 827, 835 (7th Cir.2005) (<HOLDING>). We will vacate and remand the case for Options: A. holding that the district courts use of the sentencing guidelines as a mandatory regime was harmless error because appellant could not receive a lesser sentence than the mandatory minimum required by 2251d B. holding that the mere mandatory application of the guidelines the district courts belief that it was required to impose a guidelines sentence constitutes error C. holding that even without booker constitutional error in the district courts application of the guidelines there could be nonconstitutional error where the court applied the guidelines in a mandatory fashion D. holding that a district courts treatment of the guidelines as mandatory renders a sentence procedurally unreasonable E. holding unconstitutional the mandatory application of the federal sentencing guidelines

assistant: The best answer is B. holding that the mere mandatory application of the guidelines the district courts belief that it was required to impose a guidelines sentence constitutes 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: lab in 1988, but that “the plaintiffs classified status terminated when the legislature [in the 1994 amendments] made all positions of the lab limited appointment positions subject to the approval of the Commission.” The motion justice further ruled that, after the 1994 amendments, “as a matter of law, plaintiff had no constitutionally protected interest [as a limited-appointment, crime-lab employee] * * * to which due-process protections attached.” She based this conclusion on her belief that the 1994 amendments had stripped Wilkinson of his classified full-status employment at the crime lab because the 1994 crime-lab amendments were a specific-effect statute that superseded the general, earlier-enacted provisions of the merit system. See Casey v. Sundlun, 615 A.2d 481, 483 (R.I.1992) (<HOLDING>). This Court “reviews the granting of a summary Options: A. recognizing the principle that gives precedence to the terms of the more specific statute where a general statute and a specific statute speak to the same concern B. holding that when two statutes are in conflict the more recent and specific statute should prevail so as to repeal the earlier general statute C. holding that a general statute is superseded by a more recent specific statute only if the two statutes are in conflict D. recognizing that a specific statute controls over a general one E. holding that gl1956 43326 embodies a policy of statutory construction that requires courts to give precedence to a specific statute over a general statute when the two are in conflict

assistant: The best answer is E. holding that gl1956 43326 embodies a policy of statutory construction that requires courts to give precedence to a specific statute over a general statute when the two are in conflict
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: plaintiffs] to the scene, where they were injured by a third party. Id. at 122. The Supreme Court’s analysis in Bell v. Campbell remains viable, and was recently applied in IHS Cedars Treatment Center of Desoto, Texas, Inc. v. Mason, where the Supreme Court held that a patient’s early discharge from a hospital was not the cause in fact of injuries the patient sustained in an automobile accident occurring approximately twenty-eight hours after discharge. 143 S.W.3d 794, 799, 800, 802 (Tex.2004). Here, the circumstances surrounding the children’s deaths were too remotely connected with TXU’s disconnection of electricity to constitute the cause in fact of the deaths. See Union Pump, 898 S.W.2d at 775; Riojas v. Lone Star Gas Co., 637 S.W.2d 956, 959(Tex.App.-Fort Worth 1982, writ ref d) (<HOLDING>). TXU’s disconnection of electricity was not a Options: A. holding defendants act of disconnecting gas service for nonpayment was not proximate cause of plaintiffs carbon monoxide poisoning B. holding that failure to warn of a gas leak could not have been a proximate cause of the accident if the gas company already knew of the leak C. holding that a physicians negligence need only be a proximate cause not the proximate cause of plaintiffs injury D. holding that the termination of electric service by a public utility for nonpayment of bills was not state action E. holding that negligence must be the proximate cause of injury

assistant: The best answer is A. holding defendants act of disconnecting gas service for nonpayment was not proximate cause of plaintiffs carbon monoxide poisoning
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 encounter and proceed on his or her way. T16 Due to the factors discussed above, we find that Hansen remained seized for Fourth Amendment purposes when, and because, Officer Huntington asked him whether there was alcohol, drugs, or weapons in the vehicle. Likewise Hansen was seized for Fourth Amendment purposes when Officer Huntington requested consent to search the car. The State concedes that Officer Huntington did not have a reasonable articulable suspicion of more serious eriminal activity to justify the investigative questions. Therefore, Hansen was illegally detained when Officer Huntington asked him questions that were not reasonably related in scope to the traffic violation which justified the initial sei-zare. See United States v. Walker, 933 F.2d 812, 816 (10th Cir.1991) (<HOLDING>). II. Voluntariness of Consent {17 We now turn Options: A. holding that an officers single unrelated question regarding weapons that took only seconds did not unreasonably extend traffic stop B. holding that defendant was unreasonably seized under fourth amendment when officer detained him to ask questions unrelated in scope to the reasons that justified the initial traffic stop C. holding that a traffic stop is reasonable under the fourth amendment when police have probable cause to believe a traffic infraction has occurred D. holding that passengers of automobiles that are pulled over by a police officer for a traffic stop are seized under the fourth amendment E. holding that a traffic stop is valid under the fourth amendment if the stop is based on an observed traffic violation or if the police officer has reasonable articulable suspicion that a traffic or equipment violation has occurred or is occurring

assistant: The best answer is B. holding that defendant was unreasonably seized under fourth amendment when officer detained him to ask questions unrelated in scope to the reasons that justified the initial traffic stop
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: these jurisdictions hold that a per se rule is required to preserve public confidence in the criminal justice system by eliminating any appearance of impropriety. See Stevens, 642 P.2d at 41 (citing Shinkle, 51 N.Y.2d at 420-21, 434 N.Y.S.2d at 920, 415 N.E.2d at 910). We hold that the employment of a criminal defendant’s former counsel in a Commonwealth’s Attorney’s office does not per se disqualify the entire office from handling the prosecution of the defendant’s case in a related matter. Instead, whether the apparent conflict of interest created when a criminal defendant’s former counsel joins a Commonwealth’s Attorney’s office justifies the disqualification of other members of the office is a matter com h Cir.1990), cert. denied, 498 U.S. 811, 111 S.Ct. 45, 112 L.Ed.2d 22 (1990) (<HOLDING>). Although the decision to disqualify an entire Options: A. holding that defendants right to due process was not violated by the employment of his former counsel in the us attorneys office where the former counsel recused himself and was screened from the prosecution of defendants case B. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel C. holding that defendants have a right to counsel in criminal proceedings D. holding that the appropriate vehicle for claims alleging that defense counsel violated a defendants right to testify is a claim of ineffective assistance of counsel E. holding that the defendants prior conviction was not obtained in violation of his right to counsel because he had the opportunity for appointed counsel at public expense

assistant: The best answer is A. holding that defendants right to due process was not violated by the employment of his former counsel in the us attorneys office where the former counsel recused himself and was screened from the prosecution of defendants case
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: Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, then in lieu of severing such unenforceable provision or provisions, it or they shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by a judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.

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: It shall not be a breach of the confidentiality obligations hereof for a Receiving Party to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Receiving Party shall (i) give the earliest notice possible to the Disclosing Party that such disclosure is or may be required and

assistant: Yes
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: Upon your Termination of Employment for any reason, other than your death or Disability, any and all unvested PSUs, together with any and all unvested accumulated Dividend Equivalents, shall automatically be cancelled for no consideration, and shall cease to be outstanding. For avoidance of doubt, should you cease to be an Employee but otherwise continue in service as a contractor or consultant, you will forfeit any and all unvested PSUs unless otherwise approved by the Committee. In the event of termination of your employment prior to the Performance Vesting Date due to your death or Disability, the unvested PSUs shall vest and be free of restrictions on the date of termination of employment due to death or Disability to such extent as if all Performance Objectives had been fully satisfied at “Target” performance level.

assistant: Forfeitures
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 a court of competent jurisdiction declares or determines that any provision of this Agreement is invalid, illegal or unenforceable, the invalid, illegal or unenforceable provision(s) shall be deemed not a part of this Agreement, but the remaining provisions shall continue in full force and effect.

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: Borrower will, and will cause each other Company to, maintain with financially sound, responsible, and reputable insurance companies or associations (or, as to workers’ compensation or similar insurance, with an insurance fund or by self-insurance authorized by the jurisdictions in which it operates) insurance concerning its properties and businesses against casualties and contingencies and of types and in amounts (and with co-insurance and deductibles) as is customary in the case of similar businesses similarly situated (including if applicable and required by law, the requisite flood insurance), which insurance may provide for reasonable deductibility from coverage thereof. Borrower shall, and shall cause each other Company to, deliver to Administrative Agent certificates of insurance for each policy of insurance and evidence of payment of all premiums which certificates of insurance shall name Administrative Agent as an additional insured, secured party, mortgagee and loss payee and which provide Administrative Agent with at least thirty (30) days’ notice of cancellation or reduction in coverage. If any insurance policy covered by an insurance certificate previously delivered to Administrative Agent is altered or canceled, then Borrower shall cause to be promptly delivered to Administrative Agent a replacement certificate (in form and substance reasonably satisfactory to Administrative Agent).

assistant: Insurances