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: The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Parent or any of its Subsidiaries (other than any transactions between (x) Restricted Parties that are Credit Parties or (y) Restricted Parties that are not Credit Parties), except in the ordinary course of its business and upon fair and reasonable terms that are no less favorable to it than it would be obtained in a comparable arm’s length transaction with a Person other than an Affiliate of the Parent or any of its Subsidiaries; provided , however , that nothing contained in this Section 7.7 shall prohibit (i) transactions described on Schedule 7.7 (and any renewals or replacements thereof on terms not materially more disadvantageous to the applicable Credit Party) or otherwise expressly permitted under this Agreement, (ii) the making by any Restricted Party of any rental or other payments or distributions to any Tax Credit Party pursuant to or in accordance with any organizational documents or other Project Documents executed to utilize, monetize or maintain any Tax Credit, or (iii) the payment of a management fee to the Parent or one of its Affiliates during any month in an amount not to exceed 0.25% of the daily average gross consolidated assets of the Borrower and its Subsidiaries during the immediately preceding month, so long as both immediately before and after giving effect to any such payment (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) the Borrower is in compliance with the financial covenants contained in Article VI , such compliance determined with regard to calculations made on a Pro Forma Basis for the Reference Period most recently ended for which financial statements have been delivered to the Administrative Agent under this Agreement, calculated in accordance with GAAP as if such payment had been made on the last day of such Reference Period. Without limiting the foregoing, the Borrower will not, and will not permit or cause any of its Subsidiaries to, pay any management, consulting, transaction or similar fees to any the Parent, any of its Subsidiaries or any of their respective Affiliates (other than the Restricted Parties) except as expressly permitted by clause (iii) above.

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: This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, any foreign laws, rules and regulations as they relate to pledges of Equity Interests or granting of Liens pursuant to such agreements.

assistant: Enforceability
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: diversity jurisdiction exists in fact. 4 . Coury, 85 F.3d at 249. 5 . E.g., Griffin v. Lee, 621 F.3d 380, 383 (5th Cir.2010). 6 . See Boelens v. Redman Homes, Inc., 759 F.2d 504, 508 (5th Cir.1985). 7 . See De Aguilar v. Boeing Co., 47 F.3d 1404, 1408-09 (5th Cir.1995) ("Unless the law gives a different rule, the sum claimed by the plaintiff controls if the claim is apparently made in good faith.”) (quoting St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 288, 58 S.Ct. 586, 82 L.Ed. 845 (1938)). 8 . Cf. Greenville Imaging, LLC v. Washington Hosp. Corp., 326 F. App’x 797, 798 (5th Cir.2009) (resolving jurisdictional question on the basis of citizenship information requested sua sponte from the parties). 9 . Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077, 1080 (5th Cir.2008) (<HOLDING>). 10 . Cf. Lee v. Vill. of River Forest, 936 Options: A. holding that a limited partnership is not itself a citizen and that courts must instead look to the citizenship of its members to determine if diversity jurisdiction exists B. holding that defective allegations of citizenship may be amended to establish diversity jurisdiction C. holding that a limited liability companys citizenship is that of its members D. holding that the citizenship of lloyds is determined by that of all names E. holding that for diversity purposes the citizenship of a llc is determined by the citizenship of all of its members

assistant: The best answer is E. holding that for diversity purposes the citizenship of a llc is determined by the citizenship of all of its members
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 computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Euro-Dollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternate Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice.

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 case excerpt and choose the best holding from the options. Case excerpt: original condominium documentation deserve a higher degree of deference than those promulgated by a condominium Board of Directors. We emphasize, however, that in the case at hand, we are dealing with a bylaw amendment that was passed many years after appellees bought their units. This is an important difference, because the application of the less restrictive standard is based upon the concept that the unit owners had notice of the recorded use restrictions when they purchased their units. In this case, the notice aspect is lacking. Some courts, although not directly considering amendments, have hinted that they would apply a stricter standard to amendments than to original provisions. Nahrstedt, supra, 878 P.2d at 1284; Noble v. Murphy, 34 Mass.App.Ct. 452, 612 N.E.2d 266, 270 (1993) (<HOLDING>); Bluffs of Wildwood Homeowners’ Ass’n v. Options: A. recognizing cause of action where plaintiffs allege fraud in inducing not the purchase of the bonds but their retention after purchase B. holding that purchase of search terms is a use in commerce C. holding after review of the more liberal fedrcivp 26b4 that the massachusetts rule is more restrictive with respect to allowance of expert depositions D. holding a defendant may not be convicted of more than one count of dissemination of matter harmful to minors based on one occurrence even if there was more than one victim E. recognizing that a condominium use restriction appearing in originating documents which predate that purchase of individual units may be subject to even more liberal review than if promulgated after units have been individually acquired

assistant: The best answer is E. recognizing that a condominium use restriction appearing in originating documents which predate that purchase of individual units may be subject to even more liberal review than if promulgated after units have been individually acquired
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 binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of the Company. Employee shall have no right to assign Employee’s rights, benefits, duties, obligations or other interests in this Agreement, it being understood that this Agreement is personal to Employee.

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: Trial Act. See 18 U.S.C. §§ 401(3) (criminal contempt); 3161 (Speedy Trial ■ Act). This court has jurisdiction pursuant to 28 U.S.C. § 1291. We affirm. Because the parties are familiar with the facts of the case, we do not recite them here. • The arrest order for Richmond specifically limited the maximum penalty to six months imprisonment, and thus Richmond was prosecuted and sentenced only for a petty offense. The Speedy Trial Act specifically excludes from its application Class B and Class C misdemeanors, those petty offenses for which the maximum sentence is six months imprisonment or less. 18 U.S.C. §§ 3172(2), 3559(a)(7). Petty offenses are exempted from both the requirement of a jury trial and the Speedy Trial Act. See United States v. Baker, 641 F.2d 1311, 1319 (9th Cir.1981) (<HOLDING>); United States v. Carpenter, 91 F.3d 1282 (9th Options: A. holding that whether a pretrial motion actually caused or is expected to cause delay of trial is irrelevant to the speedy trial act B. holding that delay resulting from prior incompetence to stand trial does not violate speedy trial guarantee C. holding speedy trial act does not apply to petty offenses D. holding that like most rights speedy trial can be waived E. holding a trial court erred in determining that a motion to suppress was waived by a speedy trial demand

assistant: The best answer is C. holding speedy trial act does not apply to petty offenses
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 later aural disclosure of the contents.”). 8 . See, e.g., Konop v. Hawaiian Airlines, Inc., 236 F.3d 1035, 1043 n. 1 (9th Cir.2001) ("If a person secretes a recorder in a room and thereby records a conversation between two others, an 'acquisition' occurs at the time the recording is made.”); Sanders v. Robert Bosch Corp., 38 F.3d 736, 740 (4th Cir.1994) ("The recording of a telephone conversation alone constitutes an 'aural * * * acquisition' of that conversation.”); United States v. Wuliger, 981 F.2d 1497, 1502-03 (6th Cir.1992) ("Noncon- sensual recordings violate the Act, 18 U.S.C. § 2511(1)(a).”); Pascale v. Carolina Freight Carriers Corp., 898 F.Supp. 276, 279 (D.N.J.1995) (same); Lane v. Allstate Insurance Co., 114 Nev. 1176, 969 P.2d 938, 940 (199 91, 1394-95 (6th Cir.1995) (<HOLDING>); see also Sanders, 38 F.3d at 740 n. 8 Options: A. holding that a recorder connected to an extension phone which was activated automatically when the extension phone handset was lifted was an interception device where there was no evidence that the recorder could have operated independently of the telephone B. holding that even if the industry and federal regulations evidenced an inherent danger and the defendant knew or should have realized that the device was or was likely to be dangerous for the use for which it was supplied there was a complete absence of evidence that the defendant had reason to believe that the plaintiff or its employees would not realize the danger C. holding that defense of fraud was waived where no special issue was submitted and there was disputed evidence D. holding that it was error to admit into evidence a gun purchased by the defendant which was not connected with the charged crimes E. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable

assistant: The best answer is A. holding that a recorder connected to an extension phone which was activated automatically when the extension phone handset was lifted was an interception device where there was no evidence that the recorder could have operated independently of the telephone
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 disclosed in the SEC Reports, 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in order to enable evernote to operate the service , we must obtain from you certain limited license rights to process your content that is covered by intellectual property rights so that technical actions we take in operating the service are not considered legal violations .

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: the spotify software applications and the content are licensed , not sold , to you , and spotify and its licensors retain ownership of all copies of the spotify software applications and content even after installation on your personal computers , mobile handsets , tablets , and/or other relevant devices ( `` devices '' ) .

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: Luray’s employees to an unspoken racial animus permeating the entire company. However, even if Tillman had adduced some evidence that his treatment was based on his race, his allegations are simply not objectively substantial enough to classify Luray as a hostile work environment. It bears repeating that Title VII “does not set forth a general civility code for the American workplace.” Burlington N. & Santa Fe Ry. Co., 548 U.S. at 68, 126 S.Ct. 2405 (internal quotation marks and citation omitted). Although Tillman has adduced evidence demonstrating unpleasant work conditions at Luray, he falls short of showing that such conditions, and his resultant treatment, were objectively substantial enough to constitute a hostile work environment. See, e.g. Harris, 510 U.S. at 21, 114 S.Ct. 367 (<HOLDING>); McGullam v. Cedar Graphics, Inc., 609 F.3d 70 Options: A. holding that relief granted under title vii is against the employer not individual employees whose actions constituted a violation of title vii emphasis in original B. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii C. holding it reasonable for employee to believe that title vii protected her from sexually offensive remarks made by nonemployee who was conducting mandatory training session D. holding that evidentiary void as to motive for making and details of offensive comments doomed title vii claim E. holding that the mere utterance of an epithet which engenders offensive feelings in an employee is insufficient to implicate title vii

assistant: The best answer is E. holding that the mere utterance of an epithet which engenders offensive feelings in an employee is insufficient to implicate title vii
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 services rendered by Executive to Affinity are unique and personal. Accordingly, Executive may not assign any of Executive’s rights or delegate any of Executive’s duties or obligations under this Agreement. Affinity may, upon written notice to Executive, assign this Agreement to a purchaser or transferee of substantially all of the assets of Affinity.

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: residence; and (5) field reports stating that the drugs obtained during the controlled purchases tested positive for heroin, not cocaine. Tellingly, however, none of these allegations directly challenge the affidavit’s allegations that the three controlled purchases in fact occurred. Thus, even if we assume arguendo that Green has made a substantial preliminary showing that several statements tangentially related to the controlled purchases were intentionally or recklessly falsified, his argument would still fail because even “a single controlled purchase is sufficient to establish probable cause to believe that drugs are present at the purchase location.” United States v. Archibald, 685 F.3d 553, 558 (6th Cir.2012); see also United States v. Jackson, 470 F.3d 299, 308 (6th Cir.2006) (<HOLDING>). Nor did Green actually make a substantial Options: A. holding that all data necessary to show probable cause for the issuance of a search warrant must be contained within the four corners of the affidavit B. holding that an officers account of a controlled buy made by an informant was by itself sufficient to es tablish probable cause for issuance of a search warrant C. holding that there was probable cause for the issuance of a search warrant where the officers corroboration of events that occurred during the controlled buy as set forth in the affidavit provide sufficient probable cause D. holding that a controlled buy at a particular home provided probable cause for the search of that residence E. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant

assistant: The best answer is C. holding that there was probable cause for the issuance of a search warrant where the officers corroboration of events that occurred during the controlled buy as set forth in the affidavit provide sufficient probable cause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: (a) All information that is furnished directly or indirectly by the Disclosing Party or any of its Representatives (as defined below), whether or not marked as confidential and whether furnished before or after the date hereof, whether in oral, written or electronic form, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by the Receiving Party or any of its Representatives that contain, references to or are based upon, in whole or in part, any information so furnished to the Receiving Party or any of its Representatives pursuant hereto (such notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials are referred to herein as “Derivative Materials”), is referred to herein as “Proprietary Information”.

assistant: No
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 boys while waiting for his mother after school at the DPA. L.C. twice identified respondent in photographic lineups as one of his assaulters. He further testified at trial to remembering respondent patting him down and M.B. testified to respondent having walked behind L.C. Furthermore, L.C. testified and wrote a statement giving a vivid description of the incident in which the boys confronted L.C., M.B. walked behind L.C. and pulled him down, and then the rest of the boys, including respondent, “rushed in and beat [L.C.] up and robbed [him].” Consequently, the evidence meets the elements of simple assault and common law robbery. Moreover, the evidence shows respondent joined the group of boys in assaulting and robbing L.C. See State v. Begley, 72 N.C. App. 37, 323 S.E.2d 56 (1984) (<HOLDING>). Thus, the trial court did not err in denying Options: A. recognizing principle B. recognizing same principle C. recognizing same judicial estoppel principle under kansas law D. holding three defendants guilty under acting in concert principle E. holding that when acting pursuant to a valid warrant the police did not violate the fourth amendment by acting outside their jurisdiction in violation of state law

assistant: The best answer is D. holding three defendants guilty under acting in concert principle
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 fair market value of assets” at the time immediately before the discharge of the debt. 26 U.S.C. § 108(d)(3); see Merkel v. Comm’r of Internal Revenue, 192 F.3d 844 n. 3 (9th Cir.1999) (applying definition). The overall effect of these provisions is that, at the end of the 25-year period, a participant in the ICRP will experience a taxable event only to the extent that, after the discharge, her assets exceed her liabilities. See 26 U.S.C. § 108(a)(1)(B), (a)(3), (d)(3); Toberman v. Comm’r of Internal Revenue, 294 F.3d 985, 988 (8th Cir.2002)(quoting Comm’r v. Tufts, 461 U.S. 300, 310 n. 11, 103 S.Ct. 1826, 75 L.Ed.2d 863 (1983)). Accordingly, it was legal error for the Bankruptcy Court to hold that “participation in the program would result in a tax liability,” because .Tex.2007)(<HOLDING>). There are possible circumstances in which Options: A. holding that seeking out loan consolidation options such as the icrp is an important component of the good faith inquiry under the brunner test B. holding that a debtors ability to make reduced payments under the icrp is relevant to the inquiry of whether the debtors reasonable future financial resources will cover payment of the debt while still allowing a minimal standard of living C. holding that while the creditor has the initial burden to produce some evidence of lack of good faith the ultimate burden is on the debtor to prove his good faith D. holding when applying the brunner test that while not a per se indication of a lack of good faith debtors decision not to take advantage of the icrp is probative of her intent to repay the loans E. holding lack of prejudice to the defendant is not good cause

assistant: The best answer is D. holding when applying the brunner test that while not a per se indication of a lack of good faith debtors decision not to take advantage of the icrp is probative of her intent to repay the loans
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: apple , and apple 's subsidiaries , are third party beneficiaries of this eula , and upon your acceptance of this eula , apple will have the right ( and will be deemed to have accepted the right ) to enforce this eula against you as a third party beneficiary of this eula .

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: contracting agency provided a coherent and reasonable explanation for its exercise of discretion.” Impresa, 238 F.3d at 1332-33; see also Marsh v. Oregon Natural Res. Council, 490 U.S. 360, 378, 109 S.Ct. 1851, 104 L.Ed.2d 377 (1989) (“[I]n making the factual inquiry concerning whether an agency decision was ‘arbitrary or capricious,’ the reviewing court ‘must consider whether the decision is based on a consideration of the relevant factors and whether there has been a clear error of judgment.’ This inquiry must ‘be searching and careful,’ but ‘the ultimate standard of review is a narrow one.’ ”) (quoting Citizens to Preserve Overton Park, Inc. v. Volpe, 401 U.S. 402, 419, 91 S.Ct. 814, 28 L.Ed.2d 136 (1971)); Grumman Data Systems Corp. v. Widnall, 15 F.3d 1044, 1046 (Fed.Cir.1994) (<HOLDING>). In the alternative, to prevail on a challenge Options: A. holding agencies of state government are part of the state for purposes of sovereign immunity B. recognizing that administrative agencies are not bound by rules of evidence C. recognizing that government agencies are entrusted with a good deal of discretion in making procurement decisions D. recognizing duty to deal in good faith in workers compensation setting E. holding that agencies escape the requirements of federal procurement law under the cica when using a cooperative agreement

assistant: The best answer is C. recognizing that government agencies are entrusted with a good deal of discretion in making procurement decisions
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 not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

assistant: Integration
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 court stated, id. at 772: “[I]t is inherent in the nature of wrongful death remedies that not every surviv- or is entitled to recover monetary damages. A line must be drawn; without the express terms of a statute to guide the Court, it must draw a boundary that is most in line with the purposes underlying creation of the remedy. This Court is in agreement with Truehart in concluding that a limit based upon dependence is in line with the philosophy of Moragne and subsequent cases.” Accordingly, the state claims asserted here by the parents of Scott Wahlstrom must be dismissed. In light of the decision to grant judgment against plaintiffs’ state wrongful death claim as a matter of law, any claim for punitive damages must also be dismissed. Cf. Neal v. Barisich, Inc., supra at 873 (<HOLDING>); cf. also Alcorn County, Miss. v. U.S. Options: A. holding punitive damages not recoverable for retaliatory discharge claim under general maritime law B. holding punitive damages unavailable for survival claims under general maritime law C. holding that nonpecuniary damages created under florida law were available in an admiralty action D. holding that because punitive damages are nonpecuniary a plaintiff has standing to seek them under the general maritime law only if having standing to seek other nonpecuniary losses E. holding that party standing in loco parentis has standing to seek custody of child

assistant: The best answer is D. holding that because punitive damages are nonpecuniary a plaintiff has standing to seek them under the general maritime law only if having standing to seek other nonpecuniary losses
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, at least one month after the Grant Date but prior to the Vesting Date, the Grantee dies, a prorated number of RSUs shall become Vested RSUs. For purposes of this Section 6(a), the number of RSUs that shall become Vested RSUs due to the Grantee’s death shall be equal to (i) the Target Number of RSUs multiplied by (ii) a fraction, where the numerator is the number of full calendar months the Grantee remained employed after the Grant Date and the denominator is 36. The Company shall settle any RSUs that become Vested RSUs under this Section 6(a) by paying the Grantee’s estate a cash amount equal to the Fair Market Value of one Share for each Vested RSU as soon as administratively practicable after the date of the Grantee’s death, but in any event, by March 15th of the year following the year in which the Grantee’s death occurred. For purposes of this Section 6(a), the Fair Market Value shall be determined as of the date of the Grantee’s death.

assistant: Death
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: to the BIA in the six years before the BIA’s 2000 order. For this reason, as well, the BIA’s order is rational. We outline several other reasons that placing the burden on Rumierz is rational. A shift of burden from the government to the individual when there is a collateral attack on a final judgment, as here, is quite common in the criminal law. For instance, the Court has placed the burden of proof on federal habeas petitioners who, under 28 U.S.C. § 2255, seek to vacate an already-imposed federal sentence on the basis that predicate state offenses had been vacated. See Daniels v. United States, 532 U.S. 374, 382, 121 S.Ct. 1578, 149 L.Ed.2d 590 (2001); Custis v. United States, 511 U.S. 485, 496-97, 114 S.Ct. 1732, 128 L.Ed.2d 517 (1994); cf. Taylor, 484 U.S. at 414, 108 S.Ct. 646 (<HOLDING>). As to this case, in which there are concerns Options: A. holding that there is a presumption that new evidence discovered by criminal defendant after trial is over would not change outcome of trial B. holding that affidavit from a new witness was not newly discovered evidence because trial counsel knew of the existence of the witness before trial trial counsel with due diligence could have discovered the evidence C. holding that where there is evidence sufficient to sustain finding of trial court that prejudicial error was contained in record there is no basis for stating that trial court abused discretion in granting new trial D. holding that a new trial was warranted where there is reasonable probability that the false testimony introduced by the government influenced the outcome of the trial E. holding that to justify a new trial based upon newly discovered evidence 1 the evidence must have been discovered after trial 2 the failure to discover this evidence must not be attributable to a lack of due diligence on the part of the movant 3 the evidence must not be merely cumulative or impeaching 4 the evidence must be material and 5 the evidence must be likely to produce an acquittal if a new trial is granted

assistant: The best answer is A. holding that there is a presumption that new evidence discovered by criminal defendant after trial is over would not change outcome of trial
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: that a new trial is not warranted. United States v. Rochan, 563 F.2d 1246, 1250 (5th Cir.1977). III. CONCLUSION We conclude that the district court did not abuse its discretion when it refused to instruct the jury on Appellant’s theory of temporary innocent possession of a firearm. Further, the district judge’s conduct in this case does not warrant a new trial. Accordingly, we affirm Palma’s conviction and sentence. AFFIRMED. 1 . Almonte testified at trial that she stood away from Palma and German during the transaction and rejoined them when they left the store. 2 . German paid for the grips, upon Palma’s request. 3 . In the past, we have declined to entertain the theory of a "mere inspection” defense. See United States v. Beverly, 194 Fed.Appx. 624, 628 (11th Cir.2006) (unpublished) (<HOLDING>). And while we have indicated that a Options: A. holding that the court did not abuse its discretion by tracking the statutory language in the instruction B. holding that a district court did not abuse its discretion in refusing to give a mere inspection instruction in a firearm possession case C. holding that court did not abuse its discretion in refusing to give effect to defendants answer when filed almost one year after default entered against them D. holding that the district court did not abuse its discretion in refusing to order production of government files under rule 16a1c E. holding that trial court acted properly in refusing to give jury instruction on fleeting possession theory

assistant: The best answer is B. holding that a district court did not abuse its discretion in refusing to give a mere inspection instruction in a firearm possession case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the representations and warranties of each Investor in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

assistant: Warranties
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 hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment. Executive shall serve as the Company’s President and Chief Operating Officer (“ COO ”) upon the terms and conditions hereinafter set forth. The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Effective Date and ending on the first (1st) anniversary thereof, unless earlier terminated as provided in Section 4. This Agreement shall automatically be extended for successive one­year periods (each, an “Extension Term” and, collectively with the Initial Term, the “ Term ”) unless either party gives notice of non­extension to the other no later than 90 days prior to the expiration of the then applicable Term.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( 9 ) whether intentionally or unintentionally , violate any applicable local , state , national or international law or regulation in connection with your use of world of warcraft or the service .

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: Except as otherwise provided in this Agreement, Sellers’ Representative and Sellers, on the one hand, and Buyer, on the other hand, shall each bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document, and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

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 legal provision and list the applicable contract clause categories. Provision: No waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the party against whom such waiver is sought to be enforced, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given.

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: Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against any of the parties in the courts of the State of California, Los Angeles County, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of California, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any such action or proceeding may be served by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 13. Nothing in this Section 14, however, affects the right of any party to serve legal process in any other manner permitted by law. Each party hereto waives trial by jury.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Initial Term Loans shall be used for the Closing Date Refinancing and to pay related fees and expenses. The proceeds of the Delayed Draw Term Loans shall be used to refinance the Convertible Notes or any Revolving Loan used to prepay or redeem the Convertible Notes prior to their maturity and to pay related fees and expenses. The proceeds of the Revolving Loans, the Swingline Loans and the Letters of Credit shall be used to finance working capital needs and for general corporate purposes, including, to the extent permitted hereunder, for Permitted Acquisitions and Restricted Payments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received for its own account, and for the account of each other Lender, as the case may be, all costs, fees and expenses (including the costs and expenses of legal counsel to the Administrative Agent) due and payable pursuant to Section 3.3 and, if then invoiced at least one (1) Business Day prior to the Effective Date, Section 11.3 .

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 legal provision and list the applicable contract clause categories. Provision: The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries (other than payment of trade payables in the ordinary course of business), (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries or (iii) the settlement of any outstanding litigation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Milne, 970 F.2d at 570; Finally, in the event the carrier prevails before the ICC, prejudgment interest will be available. See Milne, 970 F.2d at 570; Delta Traffic Serv., Inc. v. Appco Paper & Plastics Corp., 931 F.2d 5, 7 (2d Cir.1991). B. Prima Facie Showing of Unreasonableness Before the issue of rate unreasonableness can be referred to the ICC, the party ch ant met burden of showing unreasonableness of rate sought by showing carrier’s original rates were similar to those of competing carriers); Bur-Cold Express, Inc. v. Parker Hannifin Corp., 808 F.Supp. 553, 558 (S.D.Tex.1992) (observing that documents referring to rates charged by other carriers supported defendant’s position that filed tariff rate was in fact unreasonable); Covey v. Conagra, 788 F.Supp. 1160, 1164 (D.Colo.1992) (<HOLDING>). Shepard’s has provided evidence and an Options: A. holding prima facie showing of unreasonableness made by presenting evidence that tariff rates in effect at time of shipments were well above rates paid to other carriers for same service B. holding that a plaintiffs prima facie showing of jurisdictional facts is reviewed de novo C. holding eighty percent increase in demanded rates and showing that original rates were competitive with other carriers was prima facie unreasonable D. recognizing initial burden of presenting prima facie evidence that jury waiver was knowingly and voluntarily made is on party seeking to enforce provision E. holding shipments from a distribution point supplied by outofstate shipments made pursuant to preexisting orders were interstate in character

assistant: The best answer is A. holding prima facie showing of unreasonableness made by presenting evidence that tariff rates in effect at time of shipments were well above rates paid to other carriers for same service
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 Seller and each Servicer shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its company or corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not adversely affect the collectibility of the Receivables or the enforceability of any related Contract or materially adversely affect the ability of the Seller or any Servicer to perform its obligations under any related Contract or under the Agreement or any other Transaction Document.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the L/C Issuers, the Swing Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) below, (ii) by way of participation in accordance with the provisions of clause (d) below or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by the Borrower or any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) below and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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: by visiting our website and accessing the information , resources , services , products , and tools we provide for you , either directly or indirectly ( hereafter referred to as ` resources ' ) , you agree to use these resources only for the purposes intended as permitted by ( a ) the terms of this user agreement , and ( b ) applicable laws , regulations and generally accepted online practices or guidelines .

assistant: None