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

user: Read the legal provision and list the applicable contract clause categories. Provision: If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s securities registered under the Securities Act, excluding any resale registrations thereunder, Purchaser shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days from the effective date of the registration statement, and Purchaser shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such offering; provided , however , this provision shall terminate and be of no further force or effect as to Helios from and after the closing of the transaction contemplated in the SPA, and shall be superseded and replaced by the Lock-Up Agreement (as defined in the SPA) executed by Helios.

assistant: Agreements
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: may be held personally liable for his or her tortious acts, even if committed within the scope of the agent’s employment with the principal, an agent is not liable for tortious interference with a contract of which his or her principal is a party.”) (citations omitted); Salit v. Ruden, McClosky, Smith, Schuster & Russell, P.A., 742 So.2d 381, 386 (Fla. 4th DCA 1999) (“For the interference to be unjustified, the defendant must be a third party, external to the business relationship” or an agent who “acts solely with ulterior purposes, without an honest belief that his actions would benefit the employer, and the employee’s conduct concerning the contract or business relationship is not in the employer’s best interest.”); Babson Bros. Co. v. Allison, 337 So.2d 848 (Fla. 1st DCA 1976) (<HOLDING>). This principle is fatal to Crossland’s Options: A. holding that a corporation could be served by delivering a copy of the subpoena to an officer or managing or general agent of the corporation and that the agent could be an individual a partnership or another corporation B. holding that claims of corporation vest in corporation C. holding that employee of one familyowned corporation who was assigned to terminate a contract of another corporation owned by the same family could not as a matter of law be held liable for tortious interference with the contract D. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity E. holding individual who signed contract on behalf of a corporation is individually liable where he knew corporation was not incorporated at the time the contract was executed

assistant: The best answer is C. holding that employee of one familyowned corporation who was assigned to terminate a contract of another corporation owned by the same family could not as a matter of law be held liable for tortious interference with the 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 case excerpt and choose the best holding from the options. Case excerpt: incurred to purchase life insurance at $50,000 of indebtedness per insured life. AEP’s COLI plan on its face fits neatly within the 4-of-7 safe harbor rule. Only in the first three years of the plan were premiums financed through policy loans. And because the premiums were fixed at $16,667, the policy loans through the first three years were precisely matched to the $50,000 of indebtedness per insured life on which the interest was deductible ($16,667 x 3 years = $50,001). But when “it is patent that there [is] nothing of substance to be realized by [the taxpayer] from [a] transaction beyond a tax deduction,” the deduction is not allowed despite the transaction’s formal compliance with Code provisions. Knetsch v. United States, 364 U.S. 361, 366, 81 S.Ct. 132, 5 L.Ed.2d 128 (1960) (<HOLDING>). This is known as the economic sham, or Options: A. holding that a challenge by taxpayers and property owners to the issuance of municipal bonds was barred by a judgment entered in a prior action B. holding that the defendants were entitled to recover as costs not only bond premiums but the additional cost to obtain a letter of credit that was required by the surety as collateral before the issuance of bond C. holding that the portion of the retirementplan annuity paid for by the employer but not the portion paid for by the employee is includable in the marital estate D. recognizing that taxpayers are not entitled to interest on cash bonds E. holding that the purchase of several annuity bonds was substantively a sham and should therefore be disregarded in determining the validity of claimed income tax deductions where the premiums were paid by loans secured by the bonds and additional borrowing reduced the annuity each bond would pay from tens of thousands to a pittance

assistant: The best answer is E. holding that the purchase of several annuity bonds was substantively a sham and should therefore be disregarded in determining the validity of claimed income tax deductions where the premiums were paid by loans secured by the bonds and additional borrowing reduced the annuity each bond would pay from tens of thousands to a pittance
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 term of Executive’s employment under this Agreement shall be for the period commencing upon the Effective Date and, except to the extent it shall terminate earlier as provided herein, shall continue for six (6) months (the “ Initial Term ”) and thereafter shall extend automatically for two (2) consecutive periods of three (3) months (each a “ Renewal Term ” and, as applicable and together with the Initial Term, the “ Employment Term ”) unless, not more than thirty (30) days before the commencement of each respective Renewal Term, a Party shall have provided notice to the other that there shall not be such a Renewal Term, provided that, in any event, the Employment Term shall expire on the date the Permanent CEO assumes office as such.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 3 . At the administrative appeal from the denial of benefits, Chief Judge Kozinski found that the FEHB statute confers on the OPM the discretion to extend health benefits to same-sex couples by interpreting the terms "family members” and "member of the family” to set a floor, not a ceiling, to coverage eligibility. (SAC, Ex. B at 2-3.) The Court finds this reasoning unpersuasive. Where the statute unambiguously defines a term such as "member of family” to mean spouse (or dependent child under 22 years old), that definition controls to the exclusion of any meaning that is not explicitly stated in the definition. See Colautti v. Franklin, 439 U.S. 379, 393 n. 10, 99 S.Ct. 675, 58 L.Ed.2d 596 (1979); see also TRW Inc. v. Andrews, 534 U.S. 19, 28-29, 122 S.Ct. 441, 151 L.Ed.2d 339 (2001) (<HOLDING>). DOMA offers the same clarity and defines Options: A. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous B. recognizing timehonored precept of expressio unius est exclusio alterius the expression of one thing is the exclusion of another C. holding that claim construction is an issue of law for the court not a question of fact for the jury D. holding that for purposes of statutory construction expression of one thing is the exclusion of the other E. holding that maxim of expression of one implies exclusion of another is aid to determine legislative intent

assistant: The best answer is D. holding that for purposes of statutory construction expression of one thing is the exclusion of the other
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: 791, 109 S.Ct. 2746, 105 L.Ed.2d 661 (1989) (internal quotation marks and citation omitted). The relevant consideration is whether the justifications underlying the issuance of the injunction refer to the content of the restricted ex pression. See id. (examining content neutrality of local ordinance and concluding that “[a] regulation that serves purposes unrelated to the content of the expression is deemed neutral, even if it has an incidental effect on some speakers or messages but not others”). Contrary to Scott’s contentions, the Supreme Court has rejected the argument that an injunction is content-based simply because it restricts only the speech of anti-abortion protestors. See Madsen v. Women’s Health Center, Inc., 512 U.S. 753, 762-63, 114 S.Ct. 2516, 129 L.Ed.2d 593 (1994) (<HOLDING>). We conclude that the purpose of the modified Options: A. holding that the fact that injunction at issue did not restrict the expression of those demonstrating in favor of abortion rights was justly attributable to the lack of any similar demonstrations by those in favor of abortion rights and noting that the state court imposed restrictions on petitioners incidental to their antiabortion message because they repeatedly violated the courts original order B. holding that where the issue is one of arbitrability the federal presumption in favor of arbitration shifts to favor a court determination C. recognizing that a court is without jurisdiction to issue an injunction which would interfere with the rights of those who are not parties to the action D. holding as moot appeal from circuit court injunction prohibiting abortion where abortion performed during appellate stay E. recognizing that a court must balance the policy in favor of hearing a litigants claims on the merits with the policy in favor of finality

assistant: The best answer is A. holding that the fact that injunction at issue did not restrict the expression of those demonstrating in favor of abortion rights was justly attributable to the lack of any similar demonstrations by those in favor of abortion rights and noting that the state court imposed restrictions on petitioners incidental to their antiabortion message because they repeatedly violated the courts original order
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: branch. Whatever the merits of thesé contentions may be, the United States convincingly argues that the order to deposit $7.4 million was made not pursuant to its motion for injunctive relief, but rather to force compliance' with the District Court’s earlier order of December 2001. The GVI did not appeal the December 2001 order then, nor does it challenge its validity now, and the United States submits that because the GVI did not appeal the December 2001 order, the GVI is bound by its terms, barring its challenge to the deposit requirement. See Del. River Port Auth. v. Fraternal Order of Police, 290 F.3d 567, 572 (3d Cir.2002) (“[I]ssue preclusion prevents relitigation of the same issues in a later case.”); United States v. Millstone Enters. Inc., 864 F.2d 21, 23 (3d Cir.1988) (<HOLDING>). We agree. Furthermore, at the October 2001 Options: A. holding that res judicata did not apply where a trial courts order was not a final judgment B. holding the relitigation exception was limited to those situations in which the state court has not yet ruled on the merits of the res judicata issue C. holding that because relitigation of issue was barred by collateral estoppel res judicata determination of finality of judgment dismissed for lack of standing was not relevant D. holding that res judicata precludes relitigation of issue that was or could have been decided in enforcement order that was not appealed E. holding that res judicata prevents relitigation of a claim that was previously the subject of a valid and final decision of this court

assistant: The best answer is D. holding that res judicata precludes relitigation of issue that was or could have been decided in enforcement order that was not appealed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.07 and (d) transactions contemplated by any Permitted Receivables Facility Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive for a period of 24 months hereafter. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement, no party has made any representation warranty, covenant or agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of Executive’s employment hereunder by the Company will commence on August 20, 2018 or such earlier date mutually selected by the parties (the “ Effective Date ”) and will continue for three years thereafter (the “ Initial Period ”). Following the Initial Period, the term will automatically renew for one-year periods unless either party notifies the other party of nonrenewal at least 90 days prior to the end of the Initial Period or such one-year period (the Initial Period and any subsequent renewal periods, the “ Employment Period ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender or such Agent without violating this Section 10.16 or (c) was available to such Lender or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, (C) to its parent companies and Affiliates and its and their respective agents, advisors or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 10.04(e) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 10.16 ), (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.16 ) and (G) to any Third Party Reviewer so long as such Third Party Reviewer agrees to be bound by the provisions of this Section 10.16 .

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: Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company to: 10100 Santa Monica Boulevard, 26th Floor Los Angeles, California 90067 or by facsimile at (310) 564-0470, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Contributor has no knowledge whether the Contributed Property has the requisite licenses, permits or other governmental approvals (including without limitation, all approvals and entitlements) required to be obtained by the owner of any of the Contributed Property in connection with the permitting, approval, construction, use, occupancy, management, leasing and operation of the Contributed Property, which includes notice that any licenses, permits or other governmental approvals (including without limitation, all approvals and entitlements) have not been obtained and are not in full force and effect or are not good standing.

assistant: Approvals
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 Oncor Entities shall continue to employ Executive, and Executive accepts continued employment with the Oncor Entities as of the Effective Date upon the terms and conditions set forth in this Agreement, including the rights set forth in 1(c). Such employment shall be on an “at will” basis, meaning that either the Executive or any of the Oncor Entities may terminate the employment relationship at any time and for any or no reason.

assistant: Employment
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: attorney and seek reduction of the criminal charges pending against her. Based on the strength of the prosecution’s evidence, defense counsel could have lost credibility with the jury by arguing Rodriguez’ innocence in the guilt phase. Given Rodriguez’ three prior convictions, a guilty verdict on any of the several charged offenses relating to the abduction, rape, and murder of Lorraine Martelli would have resulted in a mandatory sentence of life imprisonment. See § 16-13-103, 8 C.R.S. (1984 Supp.). Accordingly, trial counsel might reasonably have concluded that, in light of the evidence of guilt presented, they could not save Rodriguez from a life sentence and focused instead on precluding the imposition of a death sentence. See Romero v. Lynaugh, 884 F.2d 871, 877 (5th Cir.1989) (<HOLDING>), cert. denied, 494 U.S. 1012, 110 S.Ct. 1311, Options: A. holding that counsels decision not to argue the absurd or burden the jury with the obvious did not amount to ineffective assistance B. holding that counsels failure to move to suppress the defendants confession constituted ineffective assistance because it was obvious that the confession would have been suppressed C. holding counsels decision to open after the states caseinchief did not amount to a constitutional violation D. holding counsels decision not to raise an issue unsupported by thenexisting precedent did not constitute ineffective assistance E. holding that trial counsels decision to submit evidence to the jury that his confession was coerced rather than submitting the evidence to the judge in a motion to suppress was a matter of trial strategy and thus did not constitute ineffective assistance

assistant: The best answer is A. holding that counsels decision not to argue the absurd or burden the jury with the obvious did not amount to ineffective assistance
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 majority’s reasoning that it would not be “objectively reasonable” for police to investigate such suspicious circumstances. Thus, although I agree that the trial court did not err in denying Kyer’s motion to suppress, I disagree with the analysis of the majority and, consequently, concur only in the result. 6 . Although the "emergency doctrine” is often equated to the "exigent circumstances” exception to the warrant requirement, the two differ slightly. When officers conduct an emergency entry for purposes of investigating a crime, the emergency is considered an "exigency” for purposes of the exigent circumstances exception, and the officers must have probable cause before they can enter the residence. See Commonwealth v. Thornton, 24 Va.App. 478, 484, 483 S.E.2d 487, 490 (1997) (<HOLDING>). If, however, the officers effectuate an Options: A. holding that exigent circumstances justified warrantless entry where it seemed apparent that a burglary was in progress B. recognizing that among the circumstances accepted as providing exigent circumstances for a warrantless search are those where a true emergency exists C. recognizing that exigent circumstances do not excuse the failure to secure a warrant when those circumstances are created by government officials who unreasonably and deliberately delay or avoid obtaining the warrant D. holding warrantless search of motel room after occupant was arrested outside room for drug possession could not be justified as search incident to arrest absent other exigent circumstances E. holding that camey notwithstanding the fact that a car is moveable alone is not sufficiently exigent circumstances to justify a warrantless search

assistant: The best answer is B. recognizing that among the circumstances accepted as providing exigent circumstances for a warrantless search are those where a true emergency exists
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution, delivery nor performance of any of the Transaction Documents, nor the consummation by Purchaser of the transactions contemplated by the Transaction Documents will result in any violation of, be in conflict with, cause any acceleration or any increased payments under, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of Purchaser's Amended and Restated Certificate of Incorporation or Purchaser's Bylaws, each as in effect on the date hereof or at the Closing; (b) any provision of any judgment, decree or order to which Purchaser is a party or by which it is bound; or (c) any note, mortgage, material contract, material agreement, license, waiver, exemption, order or permit, except in the case of subsections (b) and (c) as would not have had, or reasonably would be expected to have, a material adverse effect on the on the business, assets, liabilities, financial condition or results of operations of Purchaser and its subsidiaries, taken as a whole.

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: may be granted.” Doc. 20, p. 9, citing Bridges v. Russell, 757 F.2d 1155 (11th Cir.1985); Wright v. Newsome, 795 F.2d 964, 968 (11th Cir.1986). However, in recognizing the existence of a retaliation claim, Defendant argues that he did not retaliate against Plaintiff by transferring him. Doc. 20, p. 10. As noted above, that is not Plaintiffs claim. Plaintiff claimed that Defendant verbally harassed him and threatened him with bodily harm, including death, because Plaintiff filed a lawsuit. Defendant argues that verbal harassment is n 1th Cir. 1989) (noting that if an inmate is disciplined as “the result of his having filed a grievance concerning the conditions of his imprisonment, he” has clearly “raised a constitutional issue”); Wright v. Newsome, 795 F.2d 964, 968 (11th Cir.1986) (<HOLDING>). “Litigation undertaken in good faith by a Options: A. holding court did not have jurisdiction to hear plaintiffs retaliation claim where plaintiff did not check the retaliation box or describe anything that indicates such a claim in the eeoc complaint B. recognizing first amendment retaliation right C. holding that an inmate may still present a first amendment retaliation claim even though the complaint alleges facts that might not otherwise be offensive to the constitution such as a search or the confiscation and destruction of nonlegal materials D. holding that inmate alleged sufficient facts to state a claim of first amendment retaliation based upon the alleged confiscation of his tennis shoes in retaliation for a prior lawsuit against prison officials E. recognizing first amendment petition right where inmate alleged retaliation for filing grievances

assistant: The best answer is C. holding that an inmate may still present a first amendment retaliation claim even though the complaint alleges facts that might not otherwise be offensive to the constitution such as a search or the confiscation and destruction of nonlegal materials
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the notice should be sent by certified mail addressed to : onavo , inc. , attn : legal -- arbitration opt out , 1601 willow road , menlo park , ca 94025 .

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: The standard for a Rule 59(e) motion is “strict” and exists in order to dissuade parties from re-litigating issues that have already been fully considered by the Court. Id. at 257; Lee v. Ashcroft, No. 01-CV-0997 (SJ), 2003 WL 21310247 (E.D.N.Y. May 27, 2003). As to his second, third, and fourth claims, Concepcion presents no new matters that the Court overlooked in denying these’claims on their merits. Therefore, the Court denies these claims because Concepcion “seeks solely to re-litigate an issue already decided.” Shrader, 70 F.3d at 257. Moreover, the Court notes that, after Concepcion’s habeas petition was denied, the Second Circuit has held that Ap-prendi does not apply retroactively to cases on collateral review. See Coleman v. United States, 329 F.3d 77, 79 (2d Cir.2003) (<HOLDING>), cert denied, — U.S. —, 124 S.Ct. 840, 157 Options: A. holding that blakely does not apply retroactively to 2255 motions B. holding that apprendi does not apply retroactively C. holding that apprendi does not apply retroactively to claims raised in a 2255 motion D. holding that because apprendi does not apply retroactively neither does blakely E. holding that apprendi does not apply retroactively to initial section 2255 motions for habeas relief

assistant: The best answer is E. holding that apprendi does not apply retroactively to initial section 2255 motions for habeas relief
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: tripadvisor may change , suspend or discontinue any aspect of the tripadvisor service at any time , including availability of any feature , database or content .

assistant: Content removal, 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: This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and owns the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are expressly permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property (as currently used) or Borrower’s ability to repay the Loan. The Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on that portion of the Property constituting an interest in real property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) to the extent that a security interest therein may be created under the Uniform Commercial Code and perfected by the filing of a financing statement under the Uniform Commercial Code, as enacted in the State of Delaware, perfected security interests in all personalty (including, to the extent that they constitute an in interest in personal property subject to the Uniform Commercial Code the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. There are no claims for payment for work, labor or materials affecting the Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents.

assistant: Titles
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 Executive hereby represents to the Company that (a) he is legally entitled to enter into this Agreement and to perform the services contemplated herein and is not bound under any employment, consulting or other agreement to render services to any third party, (b) he has the full right, power and authority, subject to no rights of third parties, to grant to the Company the rights contemplated by Section 9(b) hereof, and (c) he does not now have, nor within the last three (3) years has he had, any ownership interest in any business enterprise (other than interests in publicly traded corporations where his ownership does not exceed one percent (1%) or more of the equity capital) which is a customer of the Company, any of its subsidiaries, or from which the Company or any of its subsidiaries purchases any goods or services or to whom such corporations owe any financial obligations or are required or directed to make any payments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the stream coincided with these calls. However, Mr. McGarvey found that the stream was not at the 1105 foot elevation but instead at a lower elevation. Thus, he concluded that Waltman’s structures were not on Penelec’s property. Contrary to Pe-nelec’s contentions, the monument was not ignored but was taken into account by Mr. McGarvey when he established the calls in the deed. Because there was doubt as to the placement of the stream, Waltman’s experts, using the courses and distances in the County Realty deed, established the proper boundaries of Penelec’s and Waltman’s property. As the court in Baker stated, courses and distances will prevail over monuments when there is doubt as to the monument. Baker, 213 A.2d at 150. Accordingly, Pene-lec’s argument must fail. See, Baker, supra (<HOLDING>); Yoho v. Stack, 373 Pa.Super. 77, 540 A.2d 307 Options: A. holding that a statute cannot be construed in a manner that would lead to an absurd or unreasonable result B. holding that a literal interpretation should not be adhered to when it would lead to absurd results C. holding that a stone monument mentioned in three deeds did not prevail over courses and distances in the deeds because the monument was not free from doubt and could lead to an absurd result D. recognizing a court must look beyond the plain language of a statute when the literal interpretation would lead to an absurd result E. holding that a narrow interpretation of the word fraud in tolling statute would lead to absurd and unjust results

assistant: The best answer is C. holding that a stone monument mentioned in three deeds did not prevail over courses and distances in the deeds because the monument was not free from doubt and could lead to an absurd result
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: pending causes of action to avoid surprise or prejudice to the Association. They also acknowledged during oral argument before this Court that the same legal reasoning applies to their declaratory judgment and to the questions submitted to the jury. Plaintiffs cannot have it both ways. If a trial amendment to add a request for declaratory relief is not prejudicial or a surprise because it involves the same legal reasoning and evidence and does not change the nature of the case, then it cannot at the same time serve as a non-duplicative basis for the recovery of attorney’s fees. For these reasons, this ease falls squarely within the rule that a party cannot use the Declaratory Judgments Act as a vehicle to obtain otherwise impermissible attorneys’ fees. MBM Fin. Corp., 292 S.W.3d at 669 (<HOLDING>). Because the declaratory relief awarded by the Options: A. holding property owner not entitled to award of attorneys fees under declaratory judgments act because his declaratory judgment counterclaim did not present any issues beyond the homeowners associations cause of action B. recognizing that a party can obtain declaratory relief but still not be entitled to an award of attorneys fees under the declaratory judgments act C. holding that issues as to whether declaratory relief should be granted had become moot and would be dismissed for lack of jurisdiction but that under hallman the entire appeal was not moot because there still was a live controversy as to whether appellee was entitled to recover attorneys fees under the declaratory judgments act and therefore issues regarding attorneys fees were not moot and would be decided D. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action E. holding attorneys fees waived in lawsuit brought under declaratory judgments act to interpret statute

assistant: The best answer is B. recognizing that a party can obtain declaratory relief but still not be entitled to an award of attorneys fees under the declaratory judgments act
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: Therefore, in conducting our review, we also focus on the legal significance of the conduct that the district court classified as race-based. At least through that restricted lens, as the district court suggested, the pervasiveness question is arguably a close one. Cf. Herrera, 474 F.3d at 681, 683 (where plaintiffs supervisor, inter alia, repeatedly referred to him when speaking with other co-workers as “the fucking Mexican,” concluding that the evidence of pervasiveness was sufficient, but “presented] a close question”); cf. also Al-Kazaz v. Unitherm Food Sys., Inc., 594 F. App’x 460, 463 (10th Cir.2014) (collecting cases from other circuits where plaintiffs were “continually subjected to offensive comments”); Mos-by-Grant v. City of Hagerstown, 630 F.3d 326, 336 (4th Cir.2010) (<HOLDING>). But the pervasiveness inquiry “is not Options: A. holding that the pervasiveness element was satisfied in a case involving copious evidence of sexbased hostility B. holding evidence of repayment was irrelevant in case involving title misrepresentations to obtain loans C. holding that in a case involving misrepresentations in violation of securities and exchange commission rule 10b5 under the circumstances of this case involving primarily a failure to disclose positive proof of reliance is not a prerequisite to recovery D. holding that evidence of similar incidents is probative as to notice element in premises liability case E. holding that even though some of employees duties appeared to satisfy the directly related element the element was not satisfied where those duties were not part of his primary duty

assistant: The best answer is A. holding that the pervasiveness element was satisfied in a case involving copious evidence of sexbased hostility
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: As of March 15, 2016, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 5,434,306 shares are issued and outstanding, 699,530 shares are reserved for issuance pursuant to stock options granted under the Company’s equity compensation plans, 40,023 shares are reserved for issuance pursuant to the Company’s employee stock purchase plan, 723,281 shares are reserved for issuance pursuant to warrants to purchase Common Stock, 461,540 shares are reserved for issuance pursuant to secured convertible notes, 54,519 shares are reserved for issuance pursuant to an earnout provision in connection with the acquisition of ElementsLocal, and 660,351 shares are reserved for issuance upon conversion of the outstanding shares of Series A Convertible Preferred Stock , and (ii) 1,000,000 shares of preferred stock, par value $0.001 per share, of which 214 ,614 shares of Series A Convertible Preferred Stock are issued and outstanding. Except as described above and in Schedule 4.4 hereto, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Securities. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

assistant: Capitalization
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: None of the Credit Parties is a party to any contract or agreement that has or could reasonably be expected to have a Material Adverse Effect, and each of the Credit Parties is in compliance in all material respects with all material contracts and agreements to which it is a party.

assistant: Agreements
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 set forth on Section 3.14 of the Disclosure Schedule, there is no civil, criminal or administrative Proceeding pending which has been served, or, to the Knowledge of the Seller, is otherwise pending or threatened against the Seller in any court, by any Person or Governmental Authority or before any arbitrator or other tribunal which may affect or hinder the Business or the consummation of the transactions contemplated hereby or which otherwise relates to the Business or any of the Acquired Assets. The Seller is not subject to any outstanding action or Order of any court or Governmental Authority which may affect or hinder the Business or the consummation of the transactions contemplated hereby or which otherwise relates to the Business or any of the Acquired Assets. The Seller has made available to the Buyer true, correct and complete copies of all pleadings, material correspondence and other material documents relating to each Proceeding listed on Section3.14 of the Disclosure Schedule.

assistant: Litigations