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: Black’s Law Dictionary 27 (9th ed. 2009). An implied acquittal occurs “when a jury convicts on a lesser alternate charge and fails to reach a verdict on the greater charge.... ” Brazzel, 491 F.3d at 978. The Supreme Court recently examined the circumstances in which an implied acquittal can be inferred from a jury’s findings. Yeager v. United States, — U.S. —, 129 S.Ct. 2360, 174 L.Ed.2d 78 (2009). The Court explained that where a jury renders a verdict on one count but is deadlocked on another count, the government is barred from relitigating factual issues that are conclusively resolved by the jury’s “valid and final judgment” as to the count on which a verdict was reached. Id. at 2367, 2370; see also Green v. United States, 355 U.S. 184, 190-91, 78 S.Ct. 221, 2 L.Ed.2d 199 (1957) (<HOLDING>). Thus, in a jury trial, an “acquittal,” Options: A. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill B. holding that conviction for seconddegree murder operates as implied acquittal on firstdegree murder count C. holding that although premeditation is outside the heartland of seconddegree murder guideline upward departure from seconddegree murder guideline based on premeditation was improper because commission considered the defendants state of mind in assigning a higher base offense level to firstdegree murder than to seconddegree murder D. holding that first and seconddegree intentional murder verdicts are consistent with a felony murder verdict because lack of intent is not an element of seconddegree felony murder E. holding that it was not error to allow the penalty phase jury to hear evidence that the defendants previous conviction of seconddegree murder was obtained pursuant to an indictment for firstdegree murder

assistant: The best answer is B. holding that conviction for seconddegree murder operates as implied acquittal on firstdegree murder count
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: By accepting the Option, Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the Option, the receipt of any dividends and the sale of Shares acquired under the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: absent a clearly expressed congressional intention to the contrary, to regard each as effective.’ ” (citation omitted)). Under Education’s interpretation, § 1095a operates to improve the efficiency with which defaulted student loans are collected, while the CCPA protects debtors from the hardships resulting from the potential limitless multiple garnishments. See id. Because § 1095a and the CCPA are capable of co-existence and are not in conflict, we conclude that the district court’s finding that § 1095a specifically limited the garnishment of student loans to 10% and superceded the CCPA’s existing general limitation on multiple garnishments of consumer debtors was incorrect. See Radzanower v. Touche Ross & Co., 426 U.S. 148, 153-54, 96 S.Ct. 1989, 1992-93, 48 L.Ed.2d 540 (1976) (<HOLDING>). CONCLUSION The plain language of 20 U.S.C. § Options: A. holding that when two statutes are in conflict the more recent and specific statute should prevail so as to repeal the earlier general statute B. recognizing the principle that gives precedence to the terms of the more specific statute where a general statute and a specific statute speak to the same concern C. holding that a general statute is superseded by a more recent specific statute only if the two statutes are in conflict D. holding that where there is a conflict between statutes the more recent statute is controlling and a specific provision prevails over a general provision relating to the same subject matter E. holding that specific statutes create exceptions to general statutes therefore if a provision of a specific statute is inconsistent with one in a general statute on the same subject the specific statute controls

assistant: The best answer is C. holding that a general statute is superseded by a more recent specific statute only if the two statutes are in conflict
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the class and vacate the consent decree. We need not consider CPS’s arguments, however, because this case is moot. We have no jurisdiction to entertain CPS’s motion, and this appeal is therefore dismissed. II. Discussion A federal court’s jurisdiction is limited to cases that present a live controversy. See U.S. Const, art. Ill, § 2. The consent decree at issue here expired on September 1, 2012; thus, there is no longer a consent decree for us to vacate. Since there is no decree, there is no controversy, and the case is moot. See, e.g., United States v. Brennan, 650 F.3d 65, 91 (2d Cir.2011) (noting that any issues regarding settlement approval were moot because the settlement agreement had already expired under its own terms); Hallett v. Morgan, 296 F.3d 732, 749 (9th Cir.2002) (<HOLDING>); Taylor v. United States, 181 F.3d 1017, 1022 Options: A. holding that the trial judge had the power to incorporate a settlement agreement in a decree following the entry of a decree of divorce B. holding that a motion to terminate a consent decree was moot because the challenged provisions of the decree had expired C. holding that a motion to terminate a consent decree was moot because there was no consent decree left to be terminated D. holding that consent decree could not preclude plaintiffs from bringing claims that could not have been brought at time consent decree was filed and to which they were legally and procedurally entitled E. holding a motion to revise an enrolled divorce decree because of a discrepancy between the separation agreement and the decree filed more than 5 years after entry of the enrolled decree was properly denied

assistant: The best answer is B. holding that a motion to terminate a consent decree was moot because the challenged provisions of the decree had expired
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: runs from the date that proof of loss is required to be submitted to Provident, not from the date that Price knew he had a claim. Provident argues that because the contract required proof of loss within ninety days of the loss, the statute of limitations period expired at the latest three years and ninety days after the death of Price’s son. We reject the argument. “Because the cause of action is federal, ... federal law determines the time at which the cause of action accrues,” and “that time is when the plaintiff knows or has reason to know of the injury that is the basis of the action.” Northern Cal. Retail Clerks Unions v. Jumbo Markets, Inc., 906 F.2d 1371, 1372 (9th Cir.1990) (citations omitted); see also White v. Jacobs Engineering Group, 896 F.2d 344, 350-51 (9th Cir.1989) (<HOLDING>). The injury that is the basis of Price’s Options: A. holding that district courts have jurisdiction to review a claim that a person received inadequate notice of completed administrative forfeiture proceedings B. holding that judicial review of decisions of military correction boards is review of the administrative record conducted under the administrative procedure act C. holding that settlement notice that failed to detail a distribution plan was not inadequate D. holding that inadequate notice did not trigger plans time bar for administrative review E. holding that there is no right to habeas review of administrative evidentiary determinations before a district court where direct review of the administrative proceedings is available in the appellate courts

assistant: The best answer is D. holding that inadequate notice did not trigger plans time bar for administrative review
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 cause in fact and legal cause of the damage.” Glover, 968 So.2d at 1277 (¶ 31) (citing Dobbs, The Law of Torts § 180, at 443 (2000)) (emphasis added). And a defendant’s negligence is the legal cause of the damage only when the “damage is the type, or within the classification, of damage the negligent actor should reasonably expect (or foresee) to result from the negligent act.” Id. at 1277 (¶ 33). ¶ 19. The circuit court held Faul offered no proof to show Perlman knew or should have known of Adkins’s propensities to commit the sexual assaults or that Perlman had any knowledge that the crimes were being committed. The circuit court applied the foreseeability test for premises owners from Simpson, which looks for actual or constructive knowledge. Simpson, 880 So.2d at 1051 (¶ 14) (<HOLDING>). We note California’s foreseeability test for Options: A. holding that actual knowledge of a coconspirator possessing a firearm qualifies as foreseeability B. holding that the plaintiff must prove that management level employees had actual or constructive knowledge about the existence of a sexually hostile environment and failed to take prompt and adequate remedial action C. holding that the innocent owner defense hinges upon the claimants actual not constructive knowledge D. recognizing that duty to warn of dangerous conditions could be based on constructive knowledge of that condition as well as actual knowledge E. holding plaintiff can prove foreseeability by showing the defendant had actual or constructive knowledge of the assailants violent nature

assistant: The best answer is E. holding plaintiff can prove foreseeability by showing the defendant had actual or constructive knowledge of the assailants violent nature
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 hereby consents and agrees that Administrative Agent may at any time, and from time to time, without notice to or further consent from Borrower, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporation on its behalf or for its account, securing the Indebtedness; substitute for any collateral so held by it, other collateral of like kind, or of any kind; agree to modification of the terms of the Notes or the Loan Documents; extend or renew the Notes or any of the other Loan Documents for any period; grant releases, compromises and indulgences with respect to the Notes or the other Loan Documents to any persons or entities now or hereafter liable thereunder or hereunder; release any guarantor or endorser of the Notes, the Security Deed, or any other Loan Document; or take or fail to take any action of any type whatsoever, and no such action which Administrative Agent shall take or fail to take in connection with the Loan Documents, or any of them, or any security for the payment of the Indebtedness or for the performance of any obligations or undertakings of Borrower, nor any course of dealing with Borrower or any other person, shall release Borrower’s obligations hereunder, affect this Assignment in any way or afford Borrower any recourse against Administrative Agent. Time is of the essence in this Assignment. The provisions of this Assignment shall extend and be applicable to all renewals, amendments, extensions, consolidations and modifications of the Loan Documents and the Leases, and any and all references herein to the Loan Documents or the Leases shall be deemed to include any such renewals, amendments, extensions, consolidations or modifications thereof.

assistant: Modifications
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: Immediately after giving effect to the transactions contemplated hereby Seller will be solvent and will: (a) be able to pay its debts as they become due; (b) own assets that have a fair market value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business as contemplated by this Agreement or any Collateral Agreement. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Board reserves the right to terminate this Plan at any time and at such times that the Board reasonably determines in its discretion is appropriate and, with respect to the Non-Grandfathered Benefit, conforms to the requirements of Code section 409A; to pay all Participants their accrued benefits in a lump sum or to make other provisions for the payment of benefits (e.g., purchase of annuities) immediately following such termination or at such time thereafter as the Board may determine.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: until almost one month later. He again expressly stated that he had no objection to the State’s motion to amend. At his sentencing hearing, he declined all opportunities to present a defense to the amendment. Furthermore, he did not request a continuance to prepare such a defense. See Nathan v. State, 552 So.2d 99, 107 (Miss.1989) (stating the supreme court “has held that where a defendant does not ask for a continuance when an indictment is amended[,] he cannot later object that he was surprised and prejudiced in this defense.”) (citations omitted). ¶ 14. Instead of preparing a defense or requesting a continuance, Whitfield admitted both of his prior felony convictions and agreed to be sentenced as a habitual offender. See Evans v. State, 988 So.2d 404, 406 (¶ 12) (Miss.Ct.App.2008) (<HOLDING>). We note that, despite his current attack on Options: A. holding that a defendants guilty plea was unconditional where the guilty plea was not in writing and the government did not consent to it being conditional B. holding that in the context of a guilty plea the defendants own admission was sufficient evidence to meet the states burden of proving habitualoffender status C. holding that the defendant has the burden of proving a fair and just reason for withdrawal of a guilty plea D. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea E. holding that entering a guilty plea is an admission of guilt and a waiver of the right to jury trial

assistant: The best answer is B. holding that in the context of a guilty plea the defendants own admission was sufficient evidence to meet the states burden of proving habitualoffender status
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if your use of the internet communications software is dependent upon the use of a processor and bandwidth owned or controlled by a third party , you acknowledge and agree that your licence to use the internet communications software is subject to you obtaining consent from the relevant third party for such use .

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: All consents, approvals, orders and authorizations required on the part of Tecogen in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herein have been obtained, other than such filings required to be made after the closing under applicable federal and state securities laws.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Registration Statement, Prospectus and Prospectus Supplement, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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: The Plan was adopted effective as of January 1, 2013 (the “Effective Date”). The Plan hereby is amended and restated effective as of January 1, 2015 (the “Restatement Effective Date”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall not be assigned or delegated by a Party (in each case, whether (x) by merger, consolidation or dissolution of a Party, (y) by contract, operation of law or (z) otherwise) without the prior written consent of the other Parties, and any purported assignment or delegation in violation of this Agreement shall be null and void. For purposes of this Section 7.14 , the term “merger” refers to any merger in which a Party is a constituent entity, regardless of whether it is the surviving or merged entity. As a condition to, and prior to the consummation of, any direct or indirect transfer or other disposition of all or substantially all of its assets (whether in a single transaction or a series of related or unrelated transactions) the Party engaging in such transfer or other disposition shall require the transferee to assume all of such Party’s obligations hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: WL 549077 (Tex.App.-Corpus Christi Feb.27, 2003, no pet.) (after stating Young standard of review, court conducted ineffective assistance of counsel analysis, rejected claim but court did not explain reasoning concerning Young waiver issue); Starr v. State, No. 13-99-381-CR, 2000 WL 34253854, at *2-3 (Tex.App.-Corpus Christi, Apr. 13, 2000, pet. ref'd) (not designated for publication) (same). 5 . On appeal, appellant does not appear to request a new trial on guilt-innocence, but instead requests in his prayer for relief that we order the State to reinstate its 15-year plea offer and order the trial court to allow him to replead guilty. 6 . Nothing in this opinion restricts appellant’s right to a writ of habeas corpus review. See Ex parte Lemke, 13 S.W.3d 791, 793 (Tex.Crim.App.2000) Options: A. holding appellant who pleads guilty to offense may file application for writ of habeas corpus alleging denial of effective assistance of counsel on ground that attorney did not convey pleabargain offer made by state B. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims C. holding that managing conservator while in texas to seek return of child by writ of habeas corpus may not be served with civil process and is subject to jurisdiction of court in which habeas corpus is pending and only for purpose of prosecuting writ of habeas corpus D. holding that court had jurisdiction to consider appeal from denial of habeas corpus relief even though trial court proceeded to adjudicate appellant guilty before hearing his writ E. holding on appeal from a habeas corpus denial that counsel was not ineffective for failure to file a notice of appeal because of defendants escape

assistant: The best answer is A. holding appellant who pleads guilty to offense may file application for writ of habeas corpus alleging denial of effective assistance of counsel on ground that attorney did not convey pleabargain offer made by state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that: (a) in the event of any Breach or threatened Breach by any Party of any covenant, obligation or other provision set forth in this Agreement, the other Party shall be entitled to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such Breach or threatened Breach; and (b) neither the non-breaching Party nor any other Indemnitee shall be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: their brief to this court: “[W]hether probation officers should be involved with police so that they are regarded as law enforcement by the community, and therefore negatively impacting the position of probation officer, is a significant public concern. Without respectful input by those in the field, the provision of governmental services could become ... inefficient, and even counterproductive.” In addition, the officers note that the memorandum called their employer’s attention to the fact that by law probation officers serve in the position of “intake officers” and should not be associated with activities of law enforcement because it affects their neutrality. We conclude that there is much merit to the officers’ arguments, cf. Fikes v. City of Daphne, 79 F.3d 1079 (11th Cir.1996) (<HOLDING>), and that the officers have satisfied the Options: A. holding the government has an affirmative duty to disclose exculpatory evidence to a criminal defendant B. holding that if a direct supervisor who had the responsibility to stop harassment knew of and failed to act against it the plaintiff has no further obligation to bring it to the employers attention C. holding that attempts to disclose government employee misconduct has been held to further governmental efficiency meeting the governmental employers responsibility to provide effective services D. holding that employers knowledge of employees injury followed by the employers failure to provide the necessary medical services sufficient to impose liability upon the employer for medical services selected by the employee E. holding that a single decision by a final policymaker within the area of his responsibility can impose liability on the responsible governmental entity

assistant: The best answer is C. holding that attempts to disclose government employee misconduct has been held to further governmental efficiency meeting the governmental employers responsibility to provide effective services
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: affirmed, 503 U.S. 115, 112 S.Ct. 1061, 117 L.Ed.2d 261 (1992); see also Daniels v. Williams, 474 U.S. 327, 331-34, 106 S.Ct. 662, 664-67, 88 L.Ed.2d 662 (1986); Davidson v. Cannon, 474 U.S. 344, 347-48, 106 S.Ct. 668, 670-71, 88 L.Ed.2d 677 (1986); Campbell v. City of San Antonio, 43 F.3d 973, 977 (5th Cir.1995); Salas v. Carpenter, 980 F.2d at 307; Streetman v. Jordan, 918 F.2d at 557 n. 3; Herrera v. Millsap, 862 F.2d 1157, 1160 (5th Cir.1989) F.3d at 1047 n. 3. 175 . See docket entry no. 8. 176 . See docket entry no. 10. 177 . See docket entry no. 14. 178 . See docket entry no. 46. 179 . See docket entry no. 31. 180 . Ganther v. Ingle, 75 F.3d 207, 212 (5th Cir.1996). 181 . See Sun Bank of Ocala v. Pelican Homestead & Savings Association, 874 F.2d 274, 277 (5th Cir.1989), (<HOLDING>); Charlton L. Davis & Co., P.C. v. Fedder Data Options: A. holding that an individual who is not served cannot be at fault or negligent in allowing a default judgment to be rendered B. holding that the trial court did not violate due process in considering the defendants motion to dismiss because the defendant had corrected its error in not serving its motion to dismiss on the plaintiff and because the plaintiff had received adequate time to consider and respond to the arguments made in the motion C. holding that a motion to dismiss or for summary judgment precluded default judgment D. holding that a default judgment could not be rendered without satisfying the procedural requirements of rule 55b2 fedrcivp after the defendant had made an appearance in the lawsuit by filing an answer in state court in a case that had been removed to federal court E. holding that default judgment could not be rendered after the defendant had served plaintiff with a copy of a motion to dismiss that had not then been filed

assistant: The best answer is E. holding that default judgment could not be rendered after the defendant had served plaintiff with a copy of a motion to dismiss that had not then been filed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall employ Executive as Chief Financial Officer & Chief Operating Officer of the Company (“ Position ”), and Executive accepts such employment commencing on the Effective Date and continuing until terminated in accordance with the termination provisions below (the “ Employment Period ”).

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 legal provision and list the applicable contract clause categories. Provision: The headings appearing in this Agreement were inserted for the purposes of convenience and ready reference. They do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they pertain.

assistant: Headings
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 Closing shall occur at 10:00 a.m., Dallas, Texas time, on the third Business Day following the satisfaction of the conditions set forth in Article VII (or the waiver thereof by the Party entitled to waive that condition) that are contemplated to be satisfied prior to the Closing, or on such other date as the Parties may agree (the “ Closing Date ”). The Closing shall take place at the offices of Wick, Phillips, Gould & Martin, LLP, located at 3131 McKinney Avenue, Suite 100, Dallas, Texas 75204, and shall be deemed effective as of 12:01 a.m., Dallas, Texas time on such Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty by the Company in this Agreement, including the Disclosure Schedules to this Agreement, if any, and no statement contained in the SEC Reports or any certificate or other document furnished or to be furnished to the Purchasers pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company confirms that neither it nor any officers or directors has provided any Purchaser or its agents or counsel with any information that constitutes or might constitute material, nonpublic information, other than with respect to the existence of, and the material terms and conditions of, the transactions contemplated by the Transaction Documents. The Company understands and confirms that each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in ARTICLE 4 hereof.

assistant: Disclosures
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: we and you each agree not to participate in a class action , a class-wide arbitration , disputes brought in a private attorney general or representative capacity , or consolidated disputes involving any other person or entity in connection with any dispute .

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: cannot be avoided by the filing of a petition for writ of habeas corpus. See Finley v. State, 394 So.2d 215, 216 (Fla. 1st DCA 1981) (<HOLDING>). Appellant is warned that this is his fourth Options: A. holding that a petition for review is an adequate substitute for habeas corpus B. holding that the remedy of habeas corpus is not available as a substitute for postconviction relief under rule 3850 C. holding that postconviction court could not deny a refilled rule 3850 motion as untimely when postconviction court did not set a filing deadline in dismissing defendants first rule 3850 motion without prejudice to refiling D. holding that defendants 3850 motion for postconviction relief was procedurally barred as successive where the defendants current rule 3850 motion is one that could have or should have been raised in his first rule 3850 motion E. holding that because the real id act created a remedy as broad in scope as a habeas petition the act is an adequate substitute for habeas corpus

assistant: The best answer is B. holding that the remedy of habeas corpus is not available as a substitute for postconviction relief under rule 3850
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: with instructions to order the modification retroactive to April 16, 2001. Because of the irregular nature of the settlement award, we conclude that the trial court did not err in including only the net portion of this award in Mark's income. Since the record is devoid of evidence regarding the impact on transferring the tax dependency exemptions on both parties and the children, we remand the case to the trial court for further determination in this regard. The order of the trial court is affirmed in part, reversed in part, and the cause is remanded for further proceedings not inconsistent with this opinion. FRIEDLANDER, J., and DARDEN, J., concur. 1 . A different result may obtain when the matter is one of jurisdiction of the person. Sudham v. Whelchel, 698 N.E.2d 1152 (Ind.1998) (<HOLDING>). 2 . Mark's accounting of the settlement award Options: A. holding that a judgment entered without jurisdiction of the person is void unless the jurisdictional defect has been waived B. holding jurisdictional defect voids judgment when defect exposes such personal jurisdictional deficiencies as to violate due process C. holding that a violation of the forum defendant rule is a jurisdictional defect D. holding that the judgment was entered without jurisdiction and was therefore a nullity E. holding that a default judgment was not void because the bankruptcy court that entered the judgment had proper jurisdiction over the party seeking relief

assistant: The best answer is A. holding that a judgment entered without jurisdiction of the person is void unless the jurisdictional defect has been waived
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: factual support for its legal claims, Pl.'s Opp. at 13, the Court recognizes the possibility, however slim, that the plaintiff will uncover facts, whether through third-party subpoena or otherwise, which demonstrate that IBM did intentionally authorize or direct the attacks alleged in the complaint. See Pl.’s Reply at 3 (contending that factual discovery could "implicate [IBM] in procedures and knowledge which [it is] understandably reluctant to reveal”). Accordingly, the Court will dismiss the plaintiff's claims against IBM without prejudice. The plaintiff may refile its claims against IBM only if it has a concrete and particularized basis on which to do so and only if the asserted conduct meets the requisite statutory standards of intentional conduct. See Pharmatrak, 329 F.3d at 23 (<HOLDING>). The Court will look extremely skeptically Options: A. holding that party asserting plain error must show a reasonable probability that but for the error claimed the result of the proceeding would have been different B. holding that the court will not generally consider the repetitive petitions of persons who have abused the judicial processes of the lower courts such that they have been barred from filing certain actions there C. holding that the misdemeanormanslaughter rule requires a showing of intent or the commission of an act in such a maimer as to make the killing of deceased a natural or probable result of such conduct D. holding that such conduct or the causing of the result must have been the persons conscious objective E. holding that plaintiff must plead strong circumstantial evidence of conscious misbehavior

assistant: The best answer is D. holding that such conduct or the causing of the result must have been the persons conscious objective
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the documents referred to herein constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the Parties hereto with respect to the specific subject matter hereof.

assistant: Entire 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: In case any one or more of the provisions of this Agreement shall be held by any court of competent jurisdiction or any arbitrator selected in accordance with the terms hereof to be illegal, invalid or unenforceable in any respect, such provision shall have no force and effect, but such holding shall not affect the legality, validity or enforceability of any other provision of this Agreement; provided that the provisions held illegal, invalid or unenforceable do not reflect or manifest a fundamental benefit bargained for by a Party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations of the parties hereunder shall be enforced, governed and construed in all respects in accordance with the internal substantive laws of the State of New York (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction). Each Party hereby irrevocably submits and consents to the jurisdiction of the state and federal courts located in New York, New York with respect to any dispute, controversy, legal action or other proceeding that arises from or concerns this Agreement or the purchase of the Shares and acknowledges that he, she or it will accept service of process by registered or certified mail or the equivalent directed to his, her or its address set forth herein or by whatever other means are permitted by such courts. Each party hereby acknowledges that said courts have jurisdiction over any such dispute, controversy, legal action or other proceeding and that he, she or its hereby waives any objection to personal jurisdiction or venue in these courts or that such courts are an inconvenient forum.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: willfulness is the allegedly invalid NPL (invalid because it was allegedly issued in violation of the automatic stay). However, as already noted above, the NPL did not violate the automatic stay, and therefore is not void. The District Court has already found the NPL constitutes prima facie proof of the Debtor's willfulness. Furthermore, IDOR has submitted other evidence of the Debt- or’s willfulness. 34 . FAA creates, inter alia, a national recording scheme for air commerce. Most courts have held that although the FAA operates to determine whether a valid recording has occurred, in most other aspects of secured transactions it does not preempt state law. See, e.g., Bergquist v. Anderson-Greenwood Aviation Corp. (In re Bellanca Aircraft Corp.), 850 F.2d 1275, 1278 (8th Cir.1988) (<HOLDING>); Gary Aircraft Corp. v. General Dynamics Corp. Options: A. holding that faa does not preempt state law when determining date of perfection B. holding flsa did not preempt state law fraud claim C. holding that fehba does not completely preempt state law D. holding section 10 of faa is procedural and does not preempt state common law E. holding security interest enforceable at time of creation when state statutory law silent on perfection

assistant: The best answer is A. holding that faa does not preempt state law when determining date of perfection
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: Buyer and Seller acknowledge that subsequent to Closing each Party may need access to books, records, information or documents in the control or possession of the other Party for such purposes as preparing Tax Returns, responding to audits and the prosecution or defense of third-party claims. After the Closing, to the extent permitted by Legal Requirements, Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by each other, in connection with the filing of Tax Returns related to the Business or the Purchased Assets and any audit, litigation or other Proceeding with respect to such Taxes. In that regard, Buyer and Seller shall maintain such Tax information, Tax records, documents and information relating to the Business and the Purchased Assets for a period of six (6) years from the Closing Date and, upon reasonable written request, provide to such other Party such Tax information, Tax records, documents and information as are in the non-requesting Party’s possession or control and which are reasonably relevant to any such audit, litigation or other Proceeding or any other proper business purpose. Notwithstanding the foregoing, (i) no Party shall be obligated to provide any other Party with access to any books, records documents or other information (including personnel files) pursuant to this Section 6.2(c) where such access (A) would violate any Legal Requirement, or (B) could undermine or otherwise jeopardize attorney-client privilege or result in a conflict of interest; and (ii) this Section 6.2(c) shall not apply in the event of any pending or threatened Proceeding among the Parties, the Buyer Indemnified Parties or the Seller Indemnified Parties (in which case the applicable rules of discovery shall apply).

assistant: Records
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: must “(1) normally determine the applicable Guidelines range, (2) consider the Guidelines along with the other factors under § 3553(a), and (3) determine whether to impose a Guidelines sentence or a non-Guidelines sentence.” United States v. Villafuerte, 502 F.3d 204, 206-07 (2d Cir.2007); accord Gall, 552 U.S. at 53, 128 S.Ct. 586. There is no dispute that the district court judge correctly determined the Guidelines range. It is the second step, the consideration of the § 3553(a) factors, specifically of § 3553(a)(6), that is at issue. Appellant is correct insofar as he asserts that a Guidelines sentence can create an unwarranted disparity, a proposition supported by the Supreme Court’s decision in Kimbrough v. United States, 552 U.S. 85, 91, 128 S.Ct. 558, 169 L.Ed.2d 481 (2007) (<HOLDING>). However, the district court judge’s Options: A. holding that a judge may consider the disparity between the guidelines treat ment of crack and powder cocaine offenses in deciding upon a sentence B. holding that district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack C. holding that sentencing disparity between crack and powder cocaine is constitutional D. holding that crackpowder disparity was constitutional stating that ujntil the en banc court of this circuit the us supreme court or congress itself accepts this assertion of disparity and finds it untenable challenges to the sentencing guidelines based on the disparity between sentences for crack cocaine and powder cocaine will continue to fail E. holding that no unconstitutional infirmity exists in the sentencing guidelines treatment of crack visavis powder cocaine

assistant: The best answer is A. holding that a judge may consider the disparity between the guidelines treat ment of crack and powder cocaine offenses in deciding upon a sentence
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: parole agreement. Although the State also seemed to argue more generally before the district court that suspicionless searches of parolees did not violate the Search and Seizure Clause of either the Iowa or Federal Constitution because parolees have a diminished expectation of privacy, it never argued the State had reasonable suspicion or other reasonable grounds to conduct the search of Baldón apart from consent. While the record is sketchy, the diminished-expectation-of-privacy argument was, instead, tied to the State’s consent claim to support the prop ticular need for the parole officer e addressed the same question in the context of parole agreements that we face in this case, with mixed results. See United States ex rel. Coleman v. Smith, 395 F.Supp. 1155, 1157 (W.D.N.Y.1975) (<HOLDING>); Roman v. State, 570 P.2d 1235, 1241-42 Options: A. holding that consentsearch provision of a probation agreement was voluntary even though defendant would have been sent to prison if he rejected it B. holding defendant does not waive fourth amendment protection by signing parole agreement but the search condition does confirm right of parole officer to conduct reasonable searches within scope of parole mission C. holding probationer voluntarily accepted consentsearch provision by accepting probation D. holding consentsearch provision in parole agreement was coerced and involuntary E. holding defendants agreement to consentsearch provision not coerced merely because it was one of two undesirable options

assistant: The best answer is D. holding consentsearch provision in parole agreement was coerced and involuntary