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: Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next-business day delivery signature required via a reputable nationwide overnight courier service, in each case to the address of the recipient set forth in the introductory paragraph hereto. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 11.

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 Company shall pay to YA Global II SPV, LLC, an affiliate of the lead Buyer (the “ Subsidiary Fund ”) a monitoring fee in the amount of 2.5% of the Purchase Price of each Closing (collectively, the “ Monitoring Fees ”) as compensation for the monitoring and managing of the purchase and investments made by the Buyers described.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective as of the date hereof; provided , however , that with respect to each Delayed Consent Owner, this Agreement shall be effective with respect to such Delayed Consent Owner as of the date the applicable approval or consent pertaining to the Property or Properties owned by such Delayed Consent Owner has been received or waived by Manager.

assistant: Effectiveness
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 the Aggregate Revolving Commitments are increased, the Aggregate Term Commitments or any existing Term Loan is increased or a New Term Loan is added in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase which, for any existing Lender participating in such increase, need not be ratable in accordance with their respective Revolving Commitments, Term Commitments or Term Loans prior to such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase 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 SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT NEW YORK, NEW YORK, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.

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: 216-17, 103 S.Ct. 2961, 77 L.Ed.2d 580 (1983) (“[T]he claimant must demonstrate that the source of substantive law he relies upon ‘can fairly be interpreted as mandating compensation by the Federal Government for the damages sustained.’ ” (quoting Testan, 424 U.S. at 400, 96 S.Ct. 948)). Plaintiffs complaint, even when viewed in the manner most favorable to Plaintiff, fails to articulate a claim that is within this Court’s jurisdiction. Plaintiff challenges a conviction imposed by a state court, however this Court does not have jurisdiction to review decisions rendered by state courts. Landers v. United States, 39 Fed.Cl. 297, 301 (1997). Further, this Court lacks jurisdiction to hear claims that are criminal in nature. See Joshua v. United States, 17 F.3d 378, 379 (Fed. Cir. 1994) (<HOLDING>). This Court also lacks jurisdiction over Options: A. holding that a federal court may adjudicate claims for which there is no independent basis for subject matter jurisdiction if the nonjurisdictional claims are related to other claims for which the does have jurisdiction B. holding that the court has no jurisdiction to adjudicate any claims whatsoever under the federal criminal code C. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute D. holding that the court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute E. holding that the bankruptcy courts jurisdiction to adjudicate common law claims violated article iii without deciding the claims

assistant: The best answer is B. holding that the court has no jurisdiction to adjudicate any claims whatsoever under the federal criminal code
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: Robert G. Lindauer, Jr., State v. Pearson and State v. McClendon: Determining Reasonable, Articulable Suspicion from the Totality of the Circumstances in North Carolina, 78 N.C. L. Rev. 831, 849 (2000)). We conclude that, while a single one of the factors relied upon by the law enforcement officers and cited by the trial court might not in itself have been sufficient to sustain a reasonable suspicion that criminal conduct was underway, and may well have been consistent with innocent behavior, the composite of the factors as detailed in the trial court’s findings of fact adequately sustained a reasonable and articu-lable suspicion that criminal activity was afoot, and thus supported the trial court’s conclusion of law to that effect. Parker, 137 N.C. App. at 600-01, 530 S.E.2d at 304-05 (<HOLDING>); State v. Fox, 58 N.C. App. 692, 695, 294 Options: A. holding that the trial court properly denied a fathers motion for attorney fees where there was no misconduct by the mother B. holding the trial court properly denied the defendants motion to suppress where the totality of the circumstances supported a reasonable suspicion that criminal activity was afoot C. holding that where the trial court implicitly denied the defendants motion to suppress but neither expressly denied the motion nor explained its ruling claim of error could not be reviewed D. holding that defendants motion to suppress was properly denied because the actual items seized fell within the valid portions of the warrant E. holding that the defendants motion for discharge was premature and thus properly denied by the trial court

assistant: The best answer is B. holding the trial court properly denied the defendants motion to suppress where the totality of the circumstances supported a reasonable suspicion that criminal activity was afoot
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 pay to the Trustee from time to time reasonable compensation for its services hereunder, as mutually agreed upon by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. As mutually agreed upon by the Company and the Trustee, the Company shall reimburse the Trustee upon request for all reasonable disbursements, advances and expenses it incurs or makes in addition to the compensation for its services. As mutually agreed upon by the Company and the Trustee, such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

assistant: Indemnity
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 and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except as otherwise provided , if the licence for a digital product is offered for purchasing in nintendo shopping services by noe , the licence will be registered to your nintendo account after you have submitted the respective order in nintendo shopping services and made the payment to noe .

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: caused the collision after he elected to drive while impaired by alcohol. It was Mr. Wiredu’s decision to drive while impaired by alcohol that “amounted to a disregard of the consequences which might ensue to others,” which ultimately constituted the criminal negligence necessary to support a second-degree assault conviction. See id. If, as the State contends, Mr. Wiredu committed a second-degree assault by negligently causing the collision, every individual involved in a negligent car accident would face prosecution for second-degree assault. We find, therefore, that the two offenses arose out of the same conduct, i.e., Mr. Wiredu’s decision to drive while impaired by alcohol and negligently causing a car accident that injured Mr. Poleto. See Quansah, 207 Md.App. at 653, 53 A.3d 492 (<HOLDING>); Walker, 53 Md.App. at 201-02, 452 A.2d 1234 Options: A. holding that evidence of the same rather unusual name that the former conviction was in same county and city as the present case where evidence showed defendant lived and that the character of offenses was the same was sufficient to establish identity B. holding that a seconddegree assault conviction arose out of the same criminal conduct as a violation of a peace order conviction where the defendant visited his former lovers residence in violation of a peace order and then physically assaulted her C. holding that the defendants homeinvasion robbery conviction violated double jeopardy because it arose from the same incident as the defendants burglary with an assault or battery conviction D. recognizing legislature knows difference between prosecution and conviction by noting former jeopardy provisions of code 192294 provide that if the same act be a violation of two or more statutes conviction under one of such statutes shall be a bar to a prosecution or proceeding under the other or others and holding that if the legislature had intended that the statutory bar apply to felony cases tried in the circuit court after the resolution in district court of misdemeanor charges arising out of the same act it would have provided that a conviction for a criminal offense arising out of one act would bar a later conviction for another offense arising out of the same act E. holding that where the court records in the present case and the records in a previous conviction reflected the same name and date of birth as well as a signature and the defendant did not object that he was not the same person as had been previously convicted the evidence was sufficient to support his conviction

assistant: The best answer is B. holding that a seconddegree assault conviction arose out of the same criminal conduct as a violation of a peace order conviction where the defendant visited his former lovers residence in violation of a peace order and then physically assaulted her
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: each case” and decide whether an officer had a particularized and objective basis for suspecting a violation of the law. United States v. Arvizu, 534 U.S. 266, 273, 122 S.Ct. 744, 151 L.Ed.2d 740 (2002) (citations omitted). Applying this test to the facts at hand, we are satisfied that the District Court did not err in upholding the validity of the search. Agent Wolfe did not act on “hunch” alone. He observed that Wing-field wore an empty cell phone clip on his belt, and verified that Wingfield’s parole prohibited him from carrying a portable phone. Based on these facts we find that Agent Wolfe reasonably suspected that Wingfield possessed a cell phone in violation of his parole. Accordingly, the resulting detention and search met constitutional requirements. See Hill, 967 F.2d at 909 (<HOLDING>). Put another way, we find it reasonable to Options: A. holding officer may search vehicle for weapons if officer has reasonable belief based on articulable facts that officer or another may be in danger B. holding that when an officer has reasonable suspicion that a probationer who is already subject to a search condition pursuant to his probation agreement is engaged in criminal activity then there is enough likelihood that criminal conduct is occurring that an intrusion on the probationers privacy interests is reasonable C. holding that it is reasonable to allow a parole officer to conduct a search whenever he reasonably believes that is necessary to perform his duties as long as the search is based on specific facts D. 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 E. holding parolee consented to search of his email based on the parole agreement

assistant: The best answer is C. holding that it is reasonable to allow a parole officer to conduct a search whenever he reasonably believes that is necessary to perform his duties as long as the search is based on specific facts
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 this Agreement shall begin on April 24, 2017 (the “ Effective Date ”), and, unless sooner terminated in accordance with the provisions of this Agreement, shall end on April 24, 2018 (the “ Initial Term ”), and will thereafter automatically extend for successive one-year periods (each a “ Renewal Term ”) unless either party gives at least six months’ advance written notice to the other party of its intention not to extend the Initial Term or any Renewal Term, as applicable (a “ Notice of Non-Renewal ”).

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: The Executive shall report to the Board. In such position, the Executive shall have such duties, authority, and responsibility as are consistent with the Executive’s position as the Chief Executive Officer of the Company or as are otherwise delegated to him from time to time by the Board.

assistant: Duties
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: jokingly stated he had heroin at home but not in his vehicle. Before requesting consent, the officer stated Vargas-Miranda that their conversation was consensual. Vargas-Miranda responded, “Go ahead,” but nonetheless pointed out that the officer had “no right” to conduct the search. Deputy Sheriff Brown repeated that their communications were consensual, and stated that he was “just asking” for consent to search the vehicle. The exchange occurred in a public place. Deputy Sh onsent by stating the officer had no right to search the vehicle, this statement cannot be construed as an “unequivocal act or statement of withdrawal,” especially considering the Vargas-Miranda thereafter watched the search and raised no objection. U.S. v. Martel-Martines, 988 F.2d 855, 858 (8th Cir.1993)(<HOLDING>). Lopez-Mendoza argues that even if Options: A. holding the defendant voluntarily consented to a search of his bedroom based upon evidence that defendant 1 did not contest the fact that he had voluntarily given verbal consent to the search 2 did not appear to be nervous or scared and was cooperative with the officers 3 led officers to his bedroom and 4 was present for the search and did not indicate at any time that he wished to revoke his consent B. holding that the defendants consent to allow the officer to search her purse by way of holding it open for the officer was for consent to a limited view of the purses interior not to surrender possession for an unrestricted search and thus the officer exceeded the scope of the defendants consent C. holding that a search exceeded the scope of the initial oral consent and was not validated by a subsequent written consent an allegedly consensual seizure must stand or fall on the basis of the consent preexisting the seizure D. holding that defendants consent to search his person while on board an interstate bus was voluntary even though the police did not tell the defendant of his right to refuse consent E. holding defendants act of watching in silence as the officers examined his truck on a hoist lowered it and prepared to puncture the sheet metal that covered the secret compartment defeated any claim that he withdrew his consent or believed the search exceeded the scope of his consent

assistant: The best answer is E. holding defendants act of watching in silence as the officers examined his truck on a hoist lowered it and prepared to puncture the sheet metal that covered the secret compartment defeated any claim that he withdrew his consent or believed the search exceeded the scope of his consent
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: indulge all reasonable inferences in support of the prevailing party. Las Cruces Prof'l Fire Fighters v. City of Las Cruces, 1997-NMCA-044, ¶ 12, 123 N.M. 329, 940 P.2d 177. “The question is not whether substantial evidence exists to support the opposite result, but rather whether such evidence supports the result reached.” Id. “This court neither weighs the evidence nor passes on the credibility of witnesses.” Fierro v. Murphy, 85 N.M. 179, 180, 510 P.2d 112, 113 (Ct.App.1973). {30} We do not address those arguments that pertain to the impairment determination, since any findings regarding impairment were not an essential component of the decision, as explained above. Kelley, 76 N.M. at 473, 415 P.2d at 854; see also Downs v. Garay, 106 N.M. 321, 323, 742 P.2d 533, 535 (Ct.App.1987) (<HOLDING>). The same is true for Applicants’ arguments Options: A. holding that erroneous findings of fact not necessary to support the judgment of the court are not grounds for reversal B. holding where movant asserts several grounds in support of its summary judgment motion and the trial court does not specify the grounds on which judgment was granted the reviewing court can affirm the judgment if any of the grounds are meritorious C. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case D. holding that to establish grounds for reversal an appellant must challenge all grounds on which the trial court ruled against it E. holding that findings of fact and legal conclusions are neither necessary nor proper in summary judgment proceeding

assistant: The best answer is A. holding that erroneous findings of fact not necessary to support the judgment of the court are not grounds for reversal
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: below, which definition is broader and would include New York Life as an associated person: The term “person associated with a member” ... when used with respect to a member of a national securities exchange or registered securities association means ... any person directly or indirectly controlling, controlled by, or under common control with such member .... Id. And the term “person” includes a “natural person, company, [and] government.” Id. at § 78c(a)(9). It is an open question in this Circuit whether the SEA definition overrides the definition in the NASD rules. See Jameson, 102 F.3d at 67 (noting that the question was “debatable” but that “[w]e need not enter into this debate”); Gaghich v. Prudential Ins. Co., No. 96-CV-0464E(M), 1997 WL 128269, at *3 (W.D.N.Y. March 10, 1997) (<HOLDING>); Chisolm v. Kidder, Peabody Asset Management, Options: A. holding that nasd bylaw definitions govern nasd rules B. holding that rules 33 and 34 did not apply to ivys misconduct because these rules are intended to govern attorneys when they are acting as advocates and not in thelr personal capacities C. holding that these prongs are distinct statutory definitions D. recognizing duty based on nasd rules E. holding that the federal expert witness compensation rules are in direct conflict with the state rules even when the state rules allow for a greater recovery

assistant: The best answer is A. holding that nasd bylaw definitions govern nasd rules
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and qualifying words, phrases, and clauses are to be applied to the words or phrase immediately preceding, and are not to be construed as extending to or including others more remote.”). {13} We conclude that the statute’s language is plain and unambiguous. Accordingly, we disagree with Defendant’s interpretation of the statute and hold that the “intent to procure or pass title to a vehicle” is not an essential element of the crime of possession of a stolen vehicle, which is a separate and distinct offense under Section 30-16D-4(A). The jury instructions accurately followed the language of the statute and contained all the essential elements of the offense. Therefore, the jury instructions were appropriate as given. State v. Gunzelman, 1973-NMSC-055, ¶ 26, 85 N.M. 295, 512 P.2d 55 (<HOLDING>), overruled on other grounds by State v. Options: A. recognizing that jurors are presumed to follow instructions B. holding that an indictment that is substantially in the language of the code is sufficient inform and substance C. holding that instructions are sufficient which substantially follow the language of the statute or use equivalent language D. holding that a jury is presumed to follow the trial courts instructions E. holding equivalent language is a paywhenpaid clause

assistant: The best answer is C. holding that instructions are sufficient which substantially follow the language of the statute or use equivalent language
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 of the Existing Agreement and the Original Note occurred on December 21, 2016, at which time Purchaser paid to the Company the principal amount of $6,869,817.60 (the “ Closing ”).

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 case excerpt and choose the best holding from the options. Case excerpt: of such plan” if he “exercises any authority or control respecting management or disposition of its assets.” n with Beddall, in which the First Circuit broadly uses “discretion” as the touchstone for qualification as a functional fiduciary under subsection (i), but Beddall was not addressing arguments highlighting differences between the wording of the two prongs of the subsection. Both prongs of subsection (i) of the functional fiduciary definition require the actual “exercise” of authority or control — mere possession of authority is insufficient. Some courts have interpreted “exercise” to mean an affirmative act rather than an omission. See Trustees of the Graphic Communc’ns Int’l Union Upper Midwest Local 1M Health & Welfare Plan v. Bjorkedal, 516 F.3d 719, 733 (8th Cir.2008) (<HOLDING>); Leimkuehler, 713 F.3d at 914 (citing Options: A. holding that even though the summary plan description did not include discretionary language the grant of discretionary authority in the plan controlled B. holding that a denial of benefits will not be reviewed de novo where the language of an erisa plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan C. holding that primary shareholders failure to ensure that company employee and employer premiums were paid to erisa plan did not constitute exercise of authority an act of omission fails to satisfy the requirement that the individual exercise discretionary authority over plan assets D. holding that professionals who advised the plan were not fiduciaries because they had no decision making authority over the plan or plan assets also noting that the power to act for the plan is essential to status as a fiduciary E. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant

assistant: The best answer is C. holding that primary shareholders failure to ensure that company employee and employer premiums were paid to erisa plan did not constitute exercise of authority an act of omission fails to satisfy the requirement that the individual exercise discretionary authority over plan assets
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: these service providers may contact you using autodialed or prerecorded calls and text messages , only as authorized by ebay to carry out the purposes we have identified above .

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: plain text of subsection (c) does not require the counterclaim to arise from the same “transaction or occurrence” as the original claim. All that is required is that the claim “be property of the estate.” USDA makes two related arguments for why Supreme Beefs setoff should be barred. First, it argues that whether claims are property of the estate turns on substantive law, in this case the FTCA. Second, it argues that the language of § 106(a)(5) — “[njothing in this section shall create any substantive cl nina Marine Serv., Inc., 136 F.3d 391, 395 n. 8 (5th Cir.1998) (“A recoupment claim within the scope of Frederick need not also fall within another statutory waiver of sovereign immunity”) (citing Frederick, 386 F.2d at 488); United States v. Johnson, 853 F.2d 619, 621 (8th Cir.1988) (<HOLDING>). Second, and more important, accepting USDA’s Options: A. holding that when the government waives sovereign immunity as to matters in recoupment it does so even as to those claims that ordinarily are barred by the ftca B. holding that the ada does not contain a waiver of sovereign immunity and thus does not apply to the federal government C. holding that plaintiffs claim was not barred by sovereign immunity because he sought specific relief against a government official D. holding that when state voluntarily submits a claim in a bankruptcy proceeding the state waives its sovereign immunity E. holding that sovereign immunity barred claim for compensatory sanctions against the government

assistant: The best answer is A. holding that when the government waives sovereign immunity as to matters in recoupment it does so even as to those claims that ordinarily are barred by the ftca
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 will pay all expenses associated with each Registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, blue sky fees, and the expenses of any special audits incident to or required by any such Registration, but excluding stock transfer taxes, discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Amendment to the United States Constitution. ¿fee U.S. Const, amend. XIV. As applicable in this case, the Fourteenth Amendment provides that, “No State shall ■make or enforce any law which shall abridge the privileges or immunities of citizens of.the United States; nor shall any State deprive any person- of life, liberty, or property, without due process of law—” See■ id. Appellant’s contention is that section 33.021(d) eliminates the intent element of 33.021(c). As a result of this interaction, appellant argues that a person of ordinary intelligence is denied a reasonable opportunity to know what conduct is prohibited. Appellant cites Connally v. Gen. Constr. Co., 269 U.S. 385, 391, 46 S.Ct. 126, 70 L.Ed. 322 (1926), and State v. Holcombe, 187 S.W.3d 496, 499 (Tex.Crim.App.2006) (<HOLDING>), in support of his contention. Section Options: A. holding that designating the health department to fix option price for purchasing nursing home did not defeat the contract under the definiteness doctrine B. holding the voidforvagueness doctrine requires that a penal statute define the criminal offense with sufficient definiteness that ordinary people can understand what conduct is prohibited C. recognizing doctrine D. holding the requirement that a person search through multiple statutes then through the administrative code lacks the sufficient definiteness that due process requires for penal statutes E. holding that in a fifth amendment challenge pjrovided that conduct is of a sort widely known among the lay public to be criminal a person is not entitled to clear notice that the conduct violates a particular criminal statute it is enough that he knows that what he is about to do is probably or certainly criminal

assistant: The best answer is B. holding the voidforvagueness doctrine requires that a penal statute define the criminal offense with sufficient definiteness that ordinary people can understand what conduct is prohibited
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party shall use all information that it obtains from the others pursuant to this Agreement solely for the effectuation of the transactions contemplated by this Agreement or for other purposes consistent with the intent of this Agreement and shall not use any of such information for any other purpose, including, without limitation, the competitive detriment of the other Parties. Each Party may disclose such information to its/their respective affiliates, counsel, accountants, tax advisors and consultants as necessary to consummate this transaction. This provision shall not prohibit the use or disclosure of confidential information pursuant to court order or which has otherwise become publicly available through no fault of the recipient Party.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the membership fee for the netflix service and any other charges you may incur in connection with your use of the service , such as taxes and possible transaction fees , will be charged on a monthly basis to your payment method on the calendar day corresponding to the commencement of the paying portion of your membership .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: however , you acknowledge and agree that the perpetual licence granted by you in relation to user content , including feedback , is irrevocable and will therefore continue after expiry or termination of any of the agreements for any reason .

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: But, it is equally clear that punitive damages should not financially cripple the tortfeasor. Thus, “evidence of defendant’s financial ability to pay punitive damages is admissible, that is to say that it is permissible when considering punitive damages to allow the introduction of evidence of financial worth.” Rinaldi v. Aaron, 314 So.2d 762, 763 (Fla. 1975). “If defendant’s financial worth is meager, it would be to his advantage to introduce such evidence in order to mitigate the damage award.” Id. at 765. Ms. Herendeen alleges ‘ that Mandel-baum failed to properly defénd the suit. By not presenting any evidence of Mr: Hutch-ins’ financial wherewithal, Mandelbaum arguably exposed him to $500,000 in punitive damages. See, e.g. Hunt v. Dresie, 241 Kan. 647, 740 P.2d 1046, 1057 (1987) (<HOLDING>); Scognamillo v. Olsen, 795 P.2d 1357, 1361 Options: A. holding that a damages suit against a state officer in his official capacity was barred because it was functionally a suit against the state B. holding claims against attorney for legal malpractice must be asserted by attorneys actual client absent limited exception C. holding that a clients legal malpractice action instituted after his attorney failed to file suit in new jersey within the statute of limitations was a reasonable response to a legal catastrophe and was not barred by the doctrine of mitigation of damages although the client could have filed suit against one of the underlying tortfeasors in mississippi which had a longer statute of limitations the client was not required to litigate in an inconvenient forum in an attempt to extricate the defendant from his own wrongful act D. holding that client was not barred from recovering all damages in legal malpractice suit assessed against him in previous case E. holding that plaintiffs could not sue attorneys for legal malpractice so long as underlying medical malpractice action out of which legal malpractice claim arose was still pending on appeal

assistant: The best answer is D. holding that client was not barred from recovering all damages in legal malpractice suit assessed against him in previous case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: disability insurance payments, even if those payments are exempt property under 11 U.S.C. section 522. The issue before us, then, is whether Kan-cilia's exemption under section 522 for his disability payments protects those payments from garnishment by creditors holding non-dischargeable debt under section 528. Seetion 522(c) states that exempt property "is not liable during or after the case for any debt of the debtor that arose ... before the commencement of the case" (emphasis added). It goes on to provide four exceptions in which creditors with nondischargeable debt may reach exempt property: (1) debt for taxes or domestic support obligations; (2) debt secured by an unavoidable lien or tax lien; (8) debt caused by a fiduciary's fraud, or debt caused by willful and mal 1994) (<HOLDING>); In re Ewiak, 75 BR. 211, 212 Options: A. holding that because nondischargeable debt based on fraud was not one of the four enumerated exceptions to exempt property the exempt property was not liable for the creditors surviving claim B. holding that property not subject to sequestration is not therefore exempt C. holding that trial court erred by granting surviving spouse fee simple title to estates exempt property D. recognizing that exempt property ceases to be property of the estate E. holding that the debtor could retain exempt property because it was not property of the estate

assistant: The best answer is A. holding that because nondischargeable debt based on fraud was not one of the four enumerated exceptions to exempt property the exempt property was not liable for the creditors surviving claim
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: 142 P.3d at 355; see also Kolender v. Lawson, 461 U.S. 352, 357 (1983); Sheriff v. Burdg, 118 Nev. 853, 857, 59 P.3d 484, 486-87 (2002); Woofter v. O’Donnell, 91 Nev. 756, 762, 542 P.2d 1396, 1400 (1975). 5 Colosimo, 122 Nev. at 954, 142 P.3d at 355. 6 Williams, 118 Nev. at 546, 50 P.3d at 1122; see also Colosimo, 122 Nev. at 954, 142 P.3d at 355. 7 United States v. Petrillo, 332 U.S. 1, 7 (1947). 8 Judy B. Zelin, Annotation, Statute Prohibiting Reckless Driving: Definiteness and Certainty, 52 A.L.R. 4th 1161 (1987). Compare State v. Pigge, 322 P.2d 703, 704-05 (Idaho 1957) (determining that language analogous to NRS 484.348(3)(b) is unconstitutional because it fails to identify any general or specific act or acts that are prohibited), State v. Huffman, 275 N.W.2d 838, 840 (Neb. 1979) (<HOLDING>), and People v. Firth, 146 N.E.2d 682, 683-84 Options: A. holding that a statute prohibiting the operation of a motor vehicle in such a manner as to likely endanger persons or property is open to conjecture and unconstitutionally vague B. holding that a kansas statute providing among other things that no motor vehicle could be operated on the highways equipped with oneway glass or adhesive film which prohibits or substantially impairs the ability to see into such motor vehicle from the outside was not unconstitutionally vague C. holding the phrase open and gross lewdness unconstitutionally vague D. holding factor b is not unconstitutionally vague E. holding flag contempt statute unconstitutionally vague

assistant: The best answer is A. holding that a statute prohibiting the operation of a motor vehicle in such a manner as to likely endanger persons or property is open to conjecture and unconstitutionally vague
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 failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The “Effective Date” of the Plan shall be October 27, 2016. The “Plan Year” shall be the 12-consecutive month period beginning on January 1 and ending on December 31; provided, however, that, the first Plan Year shall be a short Plan Year beginning on the Effective Date and ending on December 31, 2016.

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 case excerpt and choose the best holding from the options. Case excerpt: BASR could have offered that would have been “reasonable.” In this case, the final judgment of the court not to sustain the FPAA on the basis that the FPAA was untimely issued resulted in $0 of tax liability for BASR’s partners. Because $1 is more than $0, the court has determined that BASR’s “qualified offer” complied with I.R.C. § 74S0. 2. BASR “Incurred” The Fees Paid To Sutherland Asbill & Brennan LLP. Because BASR is a “prevailing party,” the court must next determine whether it “incurred” attorney fees, pursuant to I.R.C. § 7430(a)(2). The United States Court of Appeals for the Federal Circuit has held that a party “incurred” fees under the EAJA, only if that party had an obligation to pay those fees. See Phillips v. Gen. Servs. Admin., 924 F.2d 1577, 1582-83 (Fed. Cir. 1991) (<HOLDING>). Other federal appellate courts have held Options: A. holding that incurred within the meaning of the eaja requires an express or implied arrangement that the fee will be paid over to a legal representative B. holding that an award for medical expenses is proper when the expenses have been incurred but not paid C. holding that where a contract for legal services fails to expressly provide for the amount of the fee a reasonable fee is implied D. holding that attorney fees are incurred only when there is an express or implied agreement that the fee award will be paid over to the legal representative E. holding that by choosing the words any actual expenses including attorneys fees incurred congress did not intend to remove the discretion of the district court to award fees in cases such as contingent fee or pro bono cases where the client has not actually incurred the obligation to pay her attorneys fees

assistant: The best answer is D. holding that attorney fees are incurred only when there is an express or implied agreement that the fee award will be paid over to the legal representative