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: can obtain habeas relief if the state court adjudication “involved an unreasonable application of[] clearly established Federal law, as determined by the Supreme Court of the United States.” 28 U.S.C. § 2254(d)(1). But even if a state court made a constitutional error within the meaning of this provision, the federal court must also assess whether the error was prejudicial. Ortiz v. Yates, 704 F.3d 1026, 1038 (9th Cir. 2012). Here, Jaffe argues that evidence was admitted at his trial unconstitutionally via a transcript of Officer David Miller’s testimony during a preliminary hearing. Miller was not available to testify at trial, and Jaffe argues he was unable to cross-examine Miller effectively. See Crawford v. Washington, 541 U.S. 36, 59, 124 S.Ct. 1354, 158 L.Ed.2d 177 (2004) (<HOLDING>). Assuming without deciding that the state Options: A. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness B. holding that testimonial evidence is admissible only if the declarant is unavailable and the defendant had a prior opportunity to crossexamine the declarant C. holding that an absent witnesss statements are admissible under the confrontation clause only where the declarant is unavailable and only where the defendant had a prior opportunity to crossexamine D. holding that the admission of testimonial statements against a defendant is unconstitutional when the declarant does not appear at trial unless the declarant is unavailable and the defendant had a prior opportunity for crossexamination E. holding that outofcourt statements by witnesses that are testimonial in nature are barred under the confrontation clause unless witnesses are unavailable and the defendant had a prior opportunity to crossexamine them

assistant: The best answer is C. holding that an absent witnesss statements are admissible under the confrontation clause only where the declarant is unavailable and only where the defendant had a prior opportunity to crossexamine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All sums from time to time owing hereon shall bear interest from the date hereof at the rate of HANCOCK WHITNEY PRIME + two percent (2%) per annum, compounding annually, which said rate of interest shall be calculated on a monthly basis.

assistant: Interests
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: Act, 29 U.S.C. § 794, and the Court looks to the statute for jurisdiction over Kinneary’s claim. Ridge contends that the Rehabilitation Act does not provide for a private right of action against the United States when it acts in its capacity as a regulator. Although the Second Circuit has not yet addressed this particular issue, several of its sister circuits have found that no such private right of action exists under the Rehabilitation Act. See Cousins v. Secretary of United States DOT, 880 F.2d 603 (1st Cir.1989) (finding that the Rehabilitation act does not create a private right of action against the federal government acting in its role as a regulator); see also Clark v. Skinner, 937 F.2d 123 (4th Cir.1991) (same); Salvador v. Bennett, 800 F.2d 97, 99 (7th Cir.1986) (<HOLDING>). The Court agrees with the rationale expressed Options: A. holding that the rehabilitation act does not create a private right of action against the secretary of transportation where the apa provides an adequate remedy B. holding that the rehabilitation act does not create a private right of action against the secretary of education acting in his role as an administrator C. holding rehabilitation act applicable D. recognizing private right of action E. holding that section 4625bc does not create a private right of action for money damages

assistant: The best answer is B. holding that the rehabilitation act does not create a private right of action against the secretary of education acting in his role as an administrator
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: Former Employees v. Marshall, 671 F.2d 194, 198 (6th Cir. 1982). Yet one may argue that fabric is as much of a component for knit fabric garments as raw cherries or live lambs are components of glace cherries or dressed lamb meat respectively. Much like the legislative history examples, the fabric constitutes a major percentage of its end product. In fact, knit fabric garments may even retain the physical form of the fabric like a glace cherry still physically resembles a raw cherry. 7 In its Third Remand Determ., Labor cited cases addressing whether or not component parts are directly competitive with a complete article to support its limited interpretation of the term, “earlier stage of processing.” See, e.g., U. Shoe Workers v. Bedell, 506 F.2d 174, 178, 186 (D.C. Cir. 1974) (<HOLDING>), quoted in U. Steelworkers, 10 CIT at 152-53, Options: A. holding that an essential component of procedural fairness is an opportunity to be heard B. holding that standing is component of subjectmatter jurisdiction C. holding that component parts of an article are not directly competitive with the imported articles D. recognizing that standing is an essential component of our appellate jurisdiction and permitting party to appeal only after determining that they had met the requirements of article iii standing E. recognizing that reviewing court considers effect of charge on jury rather than component parts

assistant: The best answer is C. holding that component parts of an article are not directly competitive with the imported articles
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 Investor Director shall be entitled to reimbursement of expenses incurred in such capacities on the same basis as the Company provides such reimbursement to the other non-management members of its Board but such Investor Directors shall not otherwise be entitled to compensation for their service on the Board.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Debtor ignores the central issues in this appeal. His appellate brief is silent about the statutory provisions which govern the outcome of this case, namely, §§ 1112(b) and 109(g): he neglects his failure to respond to the Order to Show Cause, his failure to file a plan that was either timely or confirmable, the fact that the instant case was his second defective filing within a year, and the issue of the best interests of creditors. Additionally, he has failed to show any special circumstances which would outweigh the bankruptcy court’s inherent authority to manage its own docket. Even if such circumstances existed, the Debtor has waived them on appeal by failing to mention them in his brief. See Furness v. Wright Med. Tech., Inc. (In re Mercurio), 402 F.3d 62, 64 n. 1 (1st Cir.2005) (<HOLDING>). CONCLUSION The record amply supports the Options: A. holding that the failure to oppose a basis for summary judgment constitutes waiver of that argument on appeal B. holding failure to brief argument constitutes waiver C. holding that failure to raise issue in brief constitutes waiver of appeal of the issue D. holding that partys failure to develop issue in argument section constitutes waiver of issue E. holding that the failure to identify or argue an issue in an opening brief constitutes waiver of that argument on appeal

assistant: The best answer is B. holding failure to brief argument constitutes waiver
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: 8-9, 88 S.Ct. 1868. 9 . See Kothe, 152 S.W.3d at 61 & n. 19 (discussing standing of passenger to challenge constitutionality of detention); United States v. Brigham, 382 F.3d 500, 506 (5th Cir.2004). The Supreme Court has not specifically held that a passenger, as distinguished from the driver, is seized at the moment of the stop but has recognized that, as a practical matter, any passengers are stopped by virtue of the stop of the vehicle. Maryland v. Wilson, 519 U.S. 408, 412-14, 117 S.Ct. 882, 885-86, 137 L.Ed.2d 41 (1997). 10 . Berkemer v. McCarty, 468 U.S. 420, 436, 439, 104 S.Ct. 3138, 3148, 3150, 82 L.Ed.2d 317 (1984) .Id. at 52, 99 S Ct. at 2641; see also Hiibel, 542 U.S. at 184, 187-88, 124 S.Ct. at 2457, 2459 (distinguishing Texas statute invalidated in allas 1985, no pet.) (<HOLDING>); see also People v. McGaughran, 25 Cal.3d 577, Options: A. holding taint from illegal detention attenuated by discovery of outstanding warrant where there was no evidence officer stopped appellant solely to request identity in order to run warrant check B. holding detention of passenger for warrant check violated fourth amendment absent reasonable suspicion C. holding that requests for identification of all occupants explanation of presence in area and warrant check was within reasonable scope of detention D. holding warrant check not unreasonable where detention not extended solely for that purpose E. holding warrant check lawful if detention not extended beyond time necessary to request license and registration and issue citation

assistant: The best answer is D. holding warrant check not unreasonable where detention not extended solely for that purpose
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: filing a notice of appeal was “set forth in a statute.” Id. at 2364-65 (noting “the jurisdictional distinction between court-promulgated rules and limits enacted by Congress”); see 28 U.S.C. § 2107(a). Unlike the rule at issue in Bowles, Rule 59(e) is a Federal Rule of Civil Procedure promulgated by the Supreme Court under the Rules Enabling Act, 28 U.S.C. §§ 2071-2072. Moreover, no principled distinction exists between the rules at issue in Kontrick and Eberhart and the structure created by Federal Rules of Civil Procedure 6(b) and 59(e). Since these rules are indistinguishable from those in Kontrick and Eberhart, we conclude that they are claim-processing rules that provided NEF with a forfeitable affirmative defense. See In re Onecast Media, Inc., 439 F.3d 558, 562 (9th Cir.2006) (<HOLDING>). NEF does not contest that it “did not raise Options: A. recognizing rule B. holding that rule 59e applies to a motion to reconsider C. holding that rule 33 of the federal rules of criminal procedure is an inflexible claimprocessing rule that may be waived if not raised D. holding that kontrick and eberhart require the conclusion that rule 59e is a claimprocessing rule E. holding that an argument raised for the first time in a rule 59e motion is waived on appeal

assistant: The best answer is D. holding that kontrick and eberhart require the conclusion that rule 59e is a claimprocessing rule
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: claims against the remaining Defendants necessarily fail as well. Defendants’ statements before Congress were made forty-two years after the Plaintiffs became addicted to cigarettes. Thus, these statements cannot have formed the “basis of the bargain” for the Plaintiffs’ initial purchase of cigarettes. See generally Grinnell, 951 S.W.2d at 436 (explaining that “basis of the bargain” is analogous to the common law “reliance” element). And, to the extent Plaintiffs’ argument rests on the contention that they continued to smoke in reliance on the Defendants’ 1994 statement, we agree with the district court that “any express warranty within the limitations period was negated by the common knowledge that smoking is addictive and dangerous to one’s health.” Cf. Allgood, 80 F.3d at 172 (<HOLDING>). III. PLAINTIFFS’ CONSTITUTIONAL CHALLENGES Options: A. recognizing under illinois law that pharmaceutical manufacturer has duty to warn of any dangers associated with offlabel use of product if such dangers were reasonably known B. holding that seller of frontend loader had no duty to warn injured worker concerning the dangers of operating the loader without a rops because the dangers were obvious under an objective standard C. holding that manufacturer had no duty to warn its purchasers retailer and transporter of gas of dangers where those purchasers had operated a gas business for years were familiar with the trade journals and already knew the dangers D. holding that a general contractor owed no duty to an employee of a subcontractor to warn of dangers of electrocution E. holding manufacture had no duty to warn of the dangers of smoking because the dangers of cigarette smoking have long been known to the community

assistant: The best answer is E. holding manufacture had no duty to warn of the dangers of smoking because the dangers of cigarette smoking have long been known to the community
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: however , any content posted by you using any open communication tools on our website , provided that it does n't violate or infringe on any 3rd party copyrights or trademarks , becomes the property of atlas solutions group inc. , and as such , gives us a perpetual , irrevocable , worldwide , royalty-free , exclusive license to reproduce , modify , adapt , translate , publish , publicly display and/or distribute as we see fit .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise specified in the Award Agreement or otherwise subsequently determined by the Committee, unvested Shares held pursuant to a Restricted Stock Award and unvested RSUs held under an RSU Award shall be forfeited and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries. Notwithstanding the foregoing, if a Participant’s employment or service terminates by reason of the Participant’s death, Disability or Retirement, then, unless otherwise specified in the Award Agreement, unvested Shares held by the Participant pursuant to a Restricted Stock Award shall become fully vested at the time of such termination of employment or service. If unvested Shares issued pursuant to a Restricted Stock Award are forfeited, any certificate representing such Shares or book entry for such Shares will be canceled on the books and records of the Company. Such cancellation shall not affect any right a Participant may have pursuant to the terms of the forfeited Award to receive all or a portion of the purchase price (if any) paid by the Participant in connection with the issuance of the unvested Shares.

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: The proceeds of the Loans are to be used solely for the purposes set forth in and permitted by Section 7.12 and Section 8.07 . Neither the Company nor any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying Margin Stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Company or the applicable Subsidiary only or of the Company and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.02 or subject to any restriction contained in any agreement or instrument between the Company or any Subsidiary and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be Margin Stock.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: NCR used this income routinely for such general business purposes as general cash flow needs, expansion or debt retirement. Notwithstanding this factual scenario, NCR points out that the banks, government agencies and other organizations that issued these short-term interest bearing instruments are not part of NCR’s unitary business, the production and sale of business machines. The relationship between the interest payor and NCR, or lack thereof, however, is not dispositive on the issue of whether a corporate unity exists. In a recently decided case, this Court held that “the lack of unitariness between the taxpayer and payor corporation” does not “per se [preclude] the State from taxing any income the taxpayer received from the payor. Revenue, 270 Or. 329, 527 P.2d 729, 730-31 (1974) (<HOLDING>). Compare ASARCO, 458 U.S. at 323-327, 102 Options: A. holding interest derived from shortterm notes is an integral part of lone stars business since the surplus finds are produced by that business the investments are shortterm liquid made with the intent that both the principal and interest are to be used in the regular course of the taxpayers trade or business B. holding that omission of information about shares held in corporations was material even if the securities were worthless at the time C. holding that corporations interest from shortterm securities held pending use of funds in its regular business operation was apportionable D. recognizing that limited liability does not protect corporate officers who may be liable as joint tortfeasors for acts committed in the regular course of the corporations business E. holding that claims for breach of debtors agreement to use its best efforts to register its securities arise from the purchase of those securities for purposes of 510b

assistant: The best answer is C. holding that corporations interest from shortterm securities held pending use of funds in its regular business operation was apportionable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: were “similarly situated [to her] in ah rele vant respects .” Lynn, 160 F.3d at 487. The district court rejected Bogren’s reliance on comparable-trooper evidence because, with the exception of one officer, all of the troopers to whom Bogren compared herself were beyond the probationary period and were thus governed by a collective bargaining agreement. The court reasoned the collective bargaining agreement, with its attendant grievance procedures, would' create a different response by the patrol in disciplining or terminating those officers. We agree with the premise underlying the district court’s conclusion; troopers beyond the probationary period are not similarly situated to a probationary trooper. See Blanding v. Pennsylvania State Police, 12 F.3d 1303, 1309-10 (3d Cir.1993) (<HOLDING>); see also Ghane v. West, 148 F.3d 979, 982 Options: A. holding that arguments that are not raised or that are not accompanied by factual and legal support are deemed waived B. recognizing that individuals are generally not similarly situated when different decision makers are involved in the respective disciplinary action C. recognizing that act and wetlands regulations are generally applicable to all similarly situated property owners and cannot be viewed as being directed solely at the plaintiffs D. recognizing the potential for discrimination by local officials among similarly situated property owners who are underrepresented in the general population E. recognizing that tenured troopers are not similarly situated to probationary troopers

assistant: The best answer is E. recognizing that tenured troopers are not similarly situated to probationary troopers
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: S.W.2d at 271. Relying on her senses other than vision, Jane was able to say that the surface from which she licked the peanut butter did not feel like a finger, a spoon, or any other kind of utensil. Although Jane testified that she did not see appellant’s sexual organ and, although she could not describe it (other than distinguishing it from the objects identified above), she concluded appellant had her lick peanut butter off his sexual organ and the evidence is sufficient for the jury to have determined Jane was correct in her assessment. See Villalon, 791 S.W.2d 130, 134 (Tex.Crim.App.1990) (noting that child-complainants are not expected to testify with the same clarity and ability as is expected of adults); Meeks v. State, 897 S.W.2d 950, 955 (Tex.App.-Fort Worth 1995, no pet.) (<HOLDING>). First, we note that Jane was consistent in Options: A. holding that circumstantial evidence alone is sufficient to support a cocaine conspiracy conviction B. holding that direct and circumstantial evidence are to be given the same weight when reviewing the sufficiency of the evidence C. holding that complainants failure to make incourt identification of defendant went to the weight and credibility of the witnesses and concluding circumstantial evidence was sufficient to uphold defendants conviction D. holding that the postconviction court is the sole judge of the weight of the evidence and the credibility of witnesses E. holding when the defendant timely objected to an incourt identification by an eyewitness the trial judge should have directed the government to provide an outofcourt lineup or other protective procedure to avoid an impermissibly suggestive incourt identification

assistant: The best answer is C. holding that complainants failure to make incourt identification of defendant went to the weight and credibility of the witnesses and concluding circumstantial evidence was sufficient to uphold defendants conviction
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: 661 F.3d at 75 (quotation marks and citation omitted). In this case, Plaintiffs claim that the final EIS prepared by BLM is inadequate for a number of reasons. The Court addresses each reason in turn. 1. Ozone Emissions WildEarth Plaintiffs first contend that BLM failed to analyze the impacts of ozone emissions on local air quality. See, e.g., WildEarth Pis.’ [89] Mem. at 9 (“Plaintiffs’ complaint about the lack of ozone analysis ... stems from BLM’s complete failur issions, an ozone precursor, stating that although there are no anticipated point sources for NOx emissions at the mine itself, NOx emissions are associated with tailpipe emissions from mining equipment and from trains used to transport coal from the mine. See J.A. 1047-48; see also WildEarth Pis.’ [89] Mem. at 9 (<HOLDING>). Finally, BLM identified the potential health Options: A. holding the precursor statute to 1498 to be nonjurisdictional as to private defendants merely establishing an affirmative defense B. recognizing that the determination is an equitable one C. recognizing rule D. recognizing that campbell county is in attainment with the current ozone naaqs E. recognizing that nox is an ozone precursor

assistant: The best answer is E. recognizing that nox is an ozone precursor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “Thus, under the plain language of the statute, it [remains] the plaintiffs responsibility to ensure the record is filed, either by filing it personally or requesting that the agency file it.” Vette v. Dir. of Revenue, 99 S.W.3d 563, 567 (Mo.App.2003). “This is consistent with cases that have interpreted the filing requirement under section 536.130, [RSMo 2000,] as these cases concerned plaintiffs who failed to timely file the record.” Id. There is nothing in this section which contradicts the requirement of section 536.070(4), RSMo 2000, that plaintiff or any interested party is to pay a reasonable cost to have a written transcript of the proceedings created from an audio recording. The fact remains that “[i]t is the plaintiff]⅛ duty to file th[e] record.” Dickens, 208 S.W.3d at 283 (<HOLDING>). Third, Appellant points this Court to Supreme Options: A. holding that the indigent defendant had to be provided with a transcript of an evidentiary hearing from his original trial so that he could file a new habeas petition B. holding that dismissal of a petition for review was proper where the appellant only filed an audio recording with the trial court instead of a written transcript C. holding the trial court was without authority to dismiss an appeal on the ground that the amount of the judgment required the appellant to file an application for discretionary review D. holding that trial court erred in granting petition for termination of parental rights based on noncompliance with case plan when case plan was not filed and approved by the court until seven months after petition for termination was filed E. holding that the proper review for the trial courts application of the law is de novo

assistant: The best answer is B. holding that dismissal of a petition for review was proper where the appellant only filed an audio recording with the trial court instead of a written transcript
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 19.3 to the extent that the provisions in section 18 do not apply , you further agree that all disputes , causes of action , claims or controversies arising under these terms that can not be settled through informal negotiation will be resolved exclusively in the united states district court for the northern district of california or a state court located in san mateo county , and you agree to submit to the personal jurisdiction of such courts for the purposes of litigating all such claims .

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: 11 Agreement lacks a description or itemized list of the “ballroom furniture” or the “equipment, telephone systems, and security system.” Appellants also argue that the phrase “take over control” as it pertains to the common areas and collecting assessments and expenditures is undefined and overbroad. The essential or material terms of a contract, whether oral or written, must be definite, certain, and clear and, if they are not, the contract is unenforceable. T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex.1992); Southern v. Goetting, 353 S.W.3d 295, 299-301 (Tex.App.-El Paso 2011, pet. denied); Meru v. Huerta, 136 S.W.3d 383, 390 (Tex.App.-Corpus Christi 2004, no pet.); see, e.g., Loeffler v. Lytle ISD, 211 S.W.3d 331, 346 (Tex.App.-San Antonio 2006, pet. denied) (<HOLDING>). The issue of whether a Rule 11 settlement Options: A. holding that an attorney approval clause in a contract for the sale of real estate was a part of that contract and would have to be satisfied for the underlying contract to be enforceable B. holding that a contract to sell real property was unenforceable because it did not contain a sufficient description of land subject to contract C. holding contract for sale of water which did not specify price was unenforceable because price of water was essence of contract D. holding unenforceable a contract for real estate commissions formed by an unlicensed corporation E. holding unenforceable a real estate contract that provided for the payment of brokerage fees to an unlicensed corporation

assistant: The best answer is B. holding that a contract to sell real property was unenforceable because it did not contain a sufficient description of land subject to contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any fraudulent , abusive , or otherwise illegal activity or any use of the services or content in violation of this agreement may be grounds for termination of subscriber 's right to services or to access the site .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement (other than Section 5 ) shall terminate upon the earliest to occur of ( i ) its termination by the written agreement of all parties hereto or their respective successors in interest, ( ii ) the date on which the CD&R Stockholders cease to own any Registrable Securities or shares of Preferred Stock and ( iii ) the dissolution, liquidation or winding up of the Company. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All reasonable costs and expenses incurred by the Managing Member and the Company in connection with any Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member. In addition, the transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The initial Servicer shall not (i) consolidate with or merge into any other Person or (ii) convey or transfer all or substantially all of its assets to any other Person; provided, that the Servicer may (A) merge with another Person if (1)(x) the initial Servicer is the entity surviving such merger or (y) the Person with whom the Servicer is merged into or consolidated assumes in writing all duties and liabilities of the initial Servicer hereunder, (2) the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and (3) immediately after giving effect to such merger, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing and (B) convey or transfer all or substantially all of its assets to a Person if (1) such Person assumes in writing all duties and liabilities of the Servicer hereunder, (2) the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and (3) immediately after giving effect to such transfer, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing.

assistant: Sales
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 prohibited or authorized by law, EMPLOYEE agrees that he will not publicize or disclose the terms of this Agreement to the public generally except that EMPLOYEE may disclose the terms of this Agreement to his spouse, attorneys and/or tax advisors, provided they agree to equally be bound by this confidentiality provision. COMPANY and EMPLOYEE agree that it shall not be a breach of this Agreement if disclosure of any information covered by this paragraph has been compelled through the issuance of compulsory legal process, provided, however, that in such case, EMPLOYEE agrees to give COMPANY reasonable notice of the order or subpoena in question and an opportunity to challenge the disclosure of any such information before the appropriate court or agency. All costs and fees shall be borne by the party seeking to challenge the disclosure of the terms of the Agreement. EMPLOYEE agrees to give such notice to COMPANY, in writing, to the VP, HR at the address provided in Paragraph 5(c) above. It shall not be a breach of this paragraph to disclose the terms of this Agreement in a suit to enforce the terms of this Agreement or defend a claim that this Agreement has been breached. EMPLOYEE acknowledges, understands, and agrees that this confidentiality provision is a material term of this Agreement. Nothing herein shall restrict the COMPANY’S ability to disclose the terms of this Agreement in order to comply with applicable law, including its securities filings.

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: Without limiting the obligations (including, but not limited to, the Obligations) of the Borrower hereunder, each Lender agrees to indemnify each of the Agents, ratably in accordance with its Proportionate Share for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided , however , that no Lender shall be liable for any of the foregoing to the extent they arise solely from the relevant Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agents shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, each Lender agrees to reimburse the relevant Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Operative Documents, to the extent that such Agent is not reimbursed promptly for such expenses by the Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement and other Credit Documents shall be made to the Administrative Agent in Dollars and in immediately available funds, without setoff, deduction, or counterclaim; provided that, the Borrower may setoff amounts owing to any Lender that is at such time a Defaulting Lender against Advances that such Defaulting Lender failed to the fund to the Borrower under this Agreement (the “ Unfunded Advances ”) so long as (i) the Borrower shall have delivered prior written notice of such setoff to the Administrative Agent and such Defaulting Lender, (ii) the Advances made by the non-defaulting Lenders as part of the original Borrowing to which the Unfunded Advances applied shall still be outstanding, (iii) if such Defaulting Lender failed to fund Advances under more than one Borrowing, such setoff shall be applied in a manner satisfactory to the Administrative Agent, and (iv) upon the application of such setoff, the Unfunded Advances shall be deemed to have been made by such Defaulting Lender on the effective date of such setoff.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the Required Consents identified on Schedule 3.4 (the copies of executed consents are attached as Exhibit C), there are no consents, authorizations or other orders of, or filing with, any Governmental or Regulatory Authority or acknowledgment by any third Person required for the valid execution, delivery and performance of this Agreement by Seller, assignment of all rights in the Acquired Assets, or consummation of the transactions contemplated hereby, except where the failure to obtain such consent, authorization, order or filing would not have a Material Adverse Effect.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in addition , while snap group limited attempts to provide a good user experience , we do not represent or warrant that : ( a ) the services will always be secure , error-free , or timely ; ( b ) the services will always function without delays , disruption , or imperfections ; or ( c ) that any content or information you obtain through the services will be timely or accurate .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are discrete judicial units. See La. World Exposition, Inc. v. Fed. Ins. Co. (In re La. Would Exposition, Inc.), 832 F.2d 1391, 1396 (5th Cir. 1987); Smith v. Seaside Lanes (In re Moody), 825 F.2d 81, 85 (5th Cir. 1987); see also United States v. Peel, 595 F.3d 763, 768-69 (7th Cir. 2010) (“An adversary proceeding is thus part of the bankruptcy but it is not the bankruptcy case itself, as illustrated by the fact that the dismissal of an adversary proceeding is an appealable final order even though the bankruptcy case continues.”). Accordingly, the district court correctly refused to treat the notice of appeal in the main bankruptcy case as a notice of appeal in the adversary proceeding. See, e.g., In re Taylor, 98 CIV. 9205 (DC), 1999 WL 777955, at *4 (S.D.N.Y. Sept. 30, 1999) (<HOLDING>). Likewise, the amended statement of issues and Options: A. holding that the longer appeal period from a judgment controlled over the shorter appeal period in a certiorari proceeding when the two proceedings were consolidated in the district court and the certiorari proceeding was not an independent proceeding B. holding that a workers compensation proceeding is a legal proceeding C. holding that while an original bankruptcy proceeding where the state is not named as a defendant is not a suit an adversary proceeding directly against the state would be D. holding that a notice of appeal filed in an adversary proceeding could not appeal the main proceeding E. holding that where an action is brought by the debtors at the initial proceeding the appeal of that action is not a continuing proceeding against the debtors

assistant: The best answer is D. holding that a notice of appeal filed in an adversary proceeding could not appeal the main proceeding
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 of the terms or conditions of this Letter Agreement may be waived at any time by the party or parties entitled to the benefit thereof, but only by a writing signed by the party or parties waiving such terms or conditions; provided that any such waiver on behalf of the Company shall require the approval of a majority of the Independent Directors. No waiver of any provision of this Letter Agreement or of any rights or benefits arising hereunder shall be deemed to constitute or shall constitute a waiver of any other provision of this Letter Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver, unless otherwise expressly provided in writing.

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: The Administrative Agent shall have received satisfactory evidence that the global insurance required to be maintained by Section 5.02 and the Security Documents is in full force and effect and that the persons identified in Section 5.02 are noted (in a manner reasonably satisfactory to the Administrative Agent) on all global liability insurance policies of the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, is named as loss payee on such global property policies to the extent required by Section 5.02.

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: the statute of limitations. Negotiated Plea to a Lesser (and Otherwise Time-Barred) Offense Whether characterized as a waiver or estoppel, Florida’s district courts have held that a defendant who enters a plea to a reduced or lesser offense that would otherwise be time-barred by the statute of limitations eannot raise the statute of limitations for the first time on direct appeal. Oliver v. State, 379 So.2d 143 (Fla. 3d DCA 1980) (applying estoppel principles to hold that defendant, originally charged with first-degree murder, could not assert statute of limitations for first time on appeal where, at defendant’s inducement, trial court accepted negotiated plea to the reduced (and otherwise time-barred) offense of second-degree murder); Morris v. State, 909 So.2d 428 (Fla. 5th DCA 2005) (<HOLDING>); State v. Robbins, 780 So.2d 89 (Fla. 2d DCA Options: A. holding under similar circumstances that defendants failure to assert statute of limitations prior to entering a negotiated plea constituted a waiver B. holding that failure to timely assert attorneyclient privilege constitutes waiver C. holding that entering a guilty plea is an admission of guilt and a waiver of the right to jury trial D. holding that negotiated plea agreements that include a sentencing departure are justified under the guidelines in cases where substantial and compelling circumstances exist but a plea agreement standing alone does not create such circumstances in its own right E. holding that a failure to file an appeal is within the scope of the waiver because the failure does not undermine the validity of the plea or waiver

assistant: The best answer is A. holding under similar circumstances that defendants failure to assert statute of limitations prior to entering a negotiated plea constituted a waiver
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: unreasonable manner. Bell v. Cone, 535 U.S. 685, 699, 122 S.Ct. 1843, 152 L.Ed.2d 914 (2002)(emphasis added); see also United States v. Pierson, 267 F.3d 544, 557 (7th Cir.2001)(noting that ADEPA provides for clear error review of state court Strickland adjudications because of the inherent “element of deference to counsel’s choices in conducting the litigation” in combination with the “layer of respect” added by 28 U.S.C. § 2254(d)(1))(internal citations omitted)). Moreover, the presentation of an alibi defense necessarily requires counsel to make numerous decisions regarding which witnesses to interview and present to the factfinder. If those decisions can reasonably be deemed strategic, such decisions “are virtually unchallengeable.” Strickland, 466 U.S. at 691, 104 S.Ct. 2052 (<HOLDING>). Consequently, courts engage in a strong Options: A. holding that counsels strategic decisions were hard to attack B. holding that subject to the duty to bargain in good faith parties should have wide latitude in their negotiations C. holding that counsels strategic decisions should be afforded wide latitude D. recognizing the wide latitude counsel must have in making tactical decisions and that strategic choices made after less than complete investigation may be reasonable if reasonable professional judgments support the limitations on investigation E. holding that us are accorded wide latitude in calendar management and the court will not micromanage their scheduling decisions any more than when it reviews such decisions by district judges

assistant: The best answer is C. holding that counsels strategic decisions should be afforded wide latitude