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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a liability insurance policy”); Tillman v. Wheaton-Haven Recreation Ass’n., Inc., 580 F.2d 1222, 1230 (4th Cir.1978) (“We are of the opinion that if called upon, the Maryland courts would decide that if one party is entitled to indemnity from another, the right to indemnity is not defeated by the fact that the loss to be indemnified for was actually paid by an insurance company”); North Central Airlines, Inc. v. City of Aberdeen, S. D., 370 F.2d 129, 134 (8th Cir.1966) (“The fact that Aberdeen had contracted with an insurance carrier to protect itself from the same risk of loss as comprehended by North Central’s indemnity obligation should not exonerate North Central from its duty to indemnify according to agreement”); Lesmark, Inc. v. Pryce, 334 F.2d 942, 945 & n. 7 (D.C.Cir.1964) (<HOLDING>). Here, the parties’ agreement provides that Options: A. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith B. holding that insured could recover the costs of defending a declaratory judgment action brought by the injured party to compel the insurer to defend but could not recover the costs associated with prosecuting crossclaims against the insurer C. holding that even where judgment had been rendered against the indemnitees the indemnitees could not recover from the indemnitor without proof that the indemnitees had actually paid any thing on account of that suit D. holding that indemnitees could recover their attorneys fees and costs from an indemnitor despite the fact that the fees and costs had been paid directly by an insurer and noting that the indemnitor is not relieved from liability either on the theory that the insurer is entitled to reimbursement out of the indemnitees recovery or that the defendant should not benefit from a contract providently made and paid for by the plaintiff E. recognizing that an award of temporary attorneys fees and costs is based on an assessment of need and ability to pay as well as the reasonableness of the fees and costs

assistant: The best answer is D. holding that indemnitees could recover their attorneys fees and costs from an indemnitor despite the fact that the fees and costs had been paid directly by an insurer and noting that the indemnitor is not relieved from liability either on the theory that the insurer is entitled to reimbursement out of the indemnitees recovery or that the defendant should not benefit from a contract providently made and paid for by the plaintiff
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: victim was necessary to establish the men’s relationship, the district court determined that their relationship was adequately established by other evidence of their adult criminal activity. This afforded it discretion to preclude cross-examination on the stabbing as “repetitive or only marginally relevant.” Id. We further note that the district court offered to reconsider its rulings if, after defense counsel cross-examined Gooden and Coe, counsel represented that he had not been able sufficiently to impeach their credibility. Because counsel failed so to assert, there is no basis to conclude that the jury was not “in possession of facts sufficient to make a discriminating ap praisal” of the two witnesses’ credibility. See United States v. Laljie, 184 F.3d 180, 192 (2d Cir.1999) (<HOLDING>) (internal quotation marks omitted). Thus, we Options: A. holding that requirements of apprendi were not met where facts on which sentence enhancement was based were not charged and submitted to the jury B. holding that a rule 3850 motion based upon new facts or a significant change in the law must be filed within two years of the time such facts become known or such change is announced C. holding crossexamination not improperly curtailed where jury possessed such facts D. holding that nature and occasion of offenses are facts inherent in convictions and those facts need not be alleged in indictment or submitted to jury E. holding that michigans arbitration rule with a twentyday deadline did not mandate that the trial justices discretionary power to permit a party to plead beyond established time limits upon a showing of excusable neglect is or should be curtailed

assistant: The best answer is C. holding crossexamination not improperly curtailed where jury possessed such 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 case excerpt and choose the best holding from the options. Case excerpt: one month prior to the date of defendant’s arrest; certificate number 128-04 was issued on October 6,2004, less than a month after the arrest. Defendant argues that the trial court’s reliance on these certificates violated his right of confrontation under Crawford, supra, 541 U.S. at 68-69, 124 S.Ct. at 1374, 158 L.Ed.2d at 203. We disagree. In Crawford, the United States Supreme Court determined that when “testimonial evidence” is at issue, dispensing with confrontation solely because testimony is deemed reliable is violative of the Sixth Amendment to the United States Constitution. State v. Renshaw, 390 N.J.Super. 456, 462-63, 915 A.2d 1081 (App.Div. 2007) (citing Crawford, supra, 541 U.S. at 68-69,124 S.Ct. at 1374, 158 L.Ed.2d at 203). Thus, in Renshaw, we held tha 183 (2007) (<HOLDING>); State v. Huu The Cao, 175 N.C.App. 434, 626 Options: A. holding that certified records of maintenance are nontestimonial and are not prepared for any particular defendant B. holding that certifications of a breathtest machine are nontestimonial because they are not prepared for any specific defendant or any specific litigation C. holding that warrants of deportation were properly characterized as nontestimonial official records that were prepared independent of this litigation and were not prepared to prove facts for use in future criminal prosecutions D. holding that a simulator solution certificate was nontestimonial as it was prepared in a routine manner without regard to whether the certification related to any particular defendant E. holding that a routine certification by the custodian of a domestic public record and a routine attestation to authority and signature are not testimonial in nature for purposes of crawford

assistant: The best answer is D. holding that a simulator solution certificate was nontestimonial as it was prepared in a routine manner without regard to whether the certification related to any particular defendant
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: submitted a claim arising as a result of a general default and Voyager denied the claim. Your Credit might then argue that the policy should be reformed because the parties intended to write a general default policy, although the policy, as actually written, covered losses due solely to Your Credit’s failure to file a financing statement. Edwards, however, contends that Your Credit and Voyager deliberately structured the form of the policy in stark contrast to its substance to take advantage of consumers for their mutual benefit. Such an argument is akin to the substance-over-form doctrine in tax law in which we look past the labels the parties give to a structure to determine its economic reality. See Gregory v. Helvering, 293 U.S. 465, 469, 55 S.Ct. 266, 267, 79 L.Ed. 596 (1935) (<HOLDING>); Waterman S.S. Corp. v. Commissioner, 430 F.2d Options: A. holding that a transaction disregarded for lack of economic substance a nonvaluationrelated ground nevertheless may be subject to a valuation misstatement penalty because a transaction that lacks economic substance generally reflects an arrangement in which the basis of the property was misvalued in the context of the transaction and that congress intended to penalize such transactions B. recognizing that a transaction that lacks economic substance generally reflects an arrangement in which the basis of the property was misvalued in the context of the transaction C. holding nature of motion is determined by its substance not its title D. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step E. holding that the economic substance of a transaction rather than its form determines its tax treatment

assistant: The best answer is E. holding that the economic substance of a transaction rather than its form determines its tax treatment
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: a claim in Tribal Court. Plaintiffs allege that tribal officials have denied membership to some of them while granting membership to others with lesser degrees of Indian blood. In holding that an implied private right of action may not be read into the Indian Civil Rights Act, the Supreme Court stated that a “tribe’s right to define its own membership for tribal purposes has long been recognized as central to its existence as an independent political community.” Santa Clara Pueblo, 436 U.S. at 72 n. 32, 98 S.Ct. at 1684 n. 32. “Given the often vast gulf between tribal traditions and those with which federal courts are more intimately familiar, the judiciary should not rush to create causes of action that would intrude on these delicate matters.” Id. See also Smith, 875 F.Supp. at 1364 (<HOLDING>). Giving deference to the Tribe’s right as a Options: A. holding that federal court lacks jurisdiction to decide tribal membership disputes B. holding that disputes involving questions of interpretation of a tribal constitution and tribal law is not within the jurisdiction of the district court C. holding that federal courts do not have jurisdiction to interpret a tribal constitution or tribal laws D. holding that resolution of tribal law disputes are not within federal court jurisdiction E. holding that federal courts lacked jurisdiction to determine whether a tribes membership requirements violated icra and noting that a tribes right to define its own membership for tribal purposes has long been recognized as central to its existence as an independent political community

assistant: The best answer is A. holding that federal court lacks jurisdiction to decide tribal membership disputes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of employment by the Company and Executive’s receipt of the salary and other benefits associated with Executive’s employment, and in acknowledgment that (a) the Company is engaged in the manufacture and distribution of glycol products sold to automotive and industrial customers, (b) maintains secret and confidential information, (c) during the course of Executive’s employment by the Company such secret or confidential information may become known to Executive, and (d) full protection of the Company’s business makes it essential that no employee appropriate for his or her own use, or disclose such secret or confidential information, Executive agrees that during the time of Executive’s employment and for a period of two (2) years following the termination of Executive’s employment with the Company, Executive agrees to hold in strict confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings, or other confidential or proprietary information of any kind, nature, or description (whether or not acquired, learned, obtained, or developed by Executive alone or in conjunction with others) belonging to or concerning the Company or any of its subsidiaries, except (i) with the prior written consent of the Company duly authorized by its Board, (ii) in the course of the proper performance of Executive’s duties hereunder, (iii) for information (x) that becomes generally available to the public other than as a result of unauthorized disclosure by Executive or his affiliates or (y) that becomes available to Executive on a non-confidential basis from a source other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law or legal process.

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 case excerpt and choose the best holding from the options. Case excerpt: Supreme Court decisions. See Florida v. Royer; Dunaway v. New York; Brown v. Illinois; Wong Sun v. United States. We decline this offer. Second, in discussing two relevant Tenth Circuit cases, Cohen notes that the proper question in evaluating whether a consent was tainted by prior illegality is whether there was “[sufficient] attenuation between the illegal detention and the consent to search.” 103 N.M. at 564, 711 P.2d at 9 (emphasis added), discussing United States v. Recalde, 761 F.2d 1448 (10th Cir.1985), and United States v. Gonzalez, 763 F.2d 1127 (10th Cir.1985); see State v. Greene, 91 N.M. 207, 572 P.2d 935 (1977) (adopting logic of Wong Sun; courts must be willing to bar physical fruits of inadmissible statements); State v. Deutsch, 103 N.M. 752, 713 P.2d 1008 (Ct.App.1985) (<HOLDING>), cert. denied, 476 U.S. 1183, 106 S.Ct. 2918, Options: A. recognizing nardone v united states 308 us 338 60 sct 266 84 led 307 1939 taint test as controlling authority B. recognizing and applying the identity of offenses test of blockburger v united states 284 us 299 30204 52 sct 180 18182 76 led 306 1932 C. holding that a change in law does not affect the res judicata effect of judgments citing chicot county drainage dist v baxter state bank 308 us 371 375 60 sct 317 319 84 led 329 rehg denied 309 us 695 60 sct 581 84 led 1035 1940 D. holding that the application of an extended statute of limitations to offenses occurring prior to the legislative extension where the prior and shorter statute of limitations has not run as of the date of such extension does not violate the ex post facto clause citing united states v powers 307 us 214 21718 59 sct 805 807 83 led 1245 rehg denied 308 us 631 60 sct 66 84 led 526 1939 E. recognizing the delegation of authority to the united states attorneys

assistant: The best answer is A. recognizing nardone v united states 308 us 338 60 sct 266 84 led 307 1939 taint test as controlling authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of all parties, but all of which counterparts when taken together will constitute one and the same agreement. This Agreement shall become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery, including by email of a PDF signature page, and each such counterpart signature page will constitute an original for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided herein or therein, the execution, delivery and performance by the Company of its obligations under the Transaction Documents and the offer, issuance and sale of the Closing Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws and the rules and regulations of Nasdaq, and other than the registration statements required to be filed by the Registration Rights Agreement and the applicable consents and approvals related thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.

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: and in this particular case, it is appropriate to decide the issues now. 14 . See infra discussion at p. 270-71. 15 . See Amend. Compl. ¶¶21, 22 (“The proof of claim demanded attorneys fees of $1,925 and costs of $1,898.44; a total of $3,823.44; Plaintiff paid the sums demanded on or about July 2007.”) 16 . As noted above, Shapiro & Diaz are not defendants to these counts. 17 . Both Countrywide and Shapiro & Diaz assert that the Rooker-Feldman doctrine bars this Court from ruling on the foreclosure related claims because Plaintiffs are effectively asking this court to review the accuracy of a state court judgment, namely the judgment of foreclosure against Plaintiffs. See Exxon Mobil Corp. v. Saudi Basic Industries Corp., 544 U.S. 280, 284, 125 S.Ct. 1517, 161 L.Ed.2d 454 (2005) (<HOLDING>). To the extent Plaintiffs may be trying to Options: A. holding that the rookerfeldman doctrine excludes from this courts subject matter jurisdiction cases brought by statecourt losers complaining of injuries caused by statecourt judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments B. holding that judgments entered by a court having subject matter and personal jurisdiction are not void C. holding rookerfeldman doctrine deprived district court of jurisdiction to review decision of west virginia state bar D. holding that rookerfeldman bars subject matter jurisdiction where but for the statecourt judgment the plaintiff would have no claim E. holding that the federal claims which arose from state court criminal contempt proceedings were inextricably intertwined with the state court action and thus the federal district court lacked subject matter jurisdiction over the claims pursuant to the rookerfeldman doctrine

assistant: The best answer is A. holding that the rookerfeldman doctrine excludes from this courts subject matter jurisdiction cases brought by statecourt losers complaining of injuries caused by statecourt judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments
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: routes, and services ‘in only a “tenuous, remote, or peripheral ... manner.” ’ ” Dan’s City, 133 S.Ct. at 1778 (quoting Rowe, 552 U.S. at 371, 128 S.Ct. 989 (quoting Morales, 504 U.S. at 390, 112 S.Ct. 2031)). The question here is whether a common law rule requiring Amtrak to remove electrical facilities attached to a public bridge is “related to ... routes,” and whether the City seeks to apply that rule “to Amtrak in connection with rail passenger transportation” within the meaning of the Rail Passenger Service Act. 49 U.S.C. § 24301(g). The Supreme Court has said that one thing is “related to” another if it affects (or has the potential to affect) the other thing in a way that is “significant” rather than “tenuous, remote, or peripheral.” See Rowe, 552 U.S. at 370, 128 S.Ct. 989 (<HOLDING>); Morales, 504 U.S. at 389, 112 S.Ct. 2031 Options: A. holding removal and preemption are distinct concepts erisa preemption does not allow removal unless complete preemption exists B. holding that a state statute that affects the governments ultimate liability is to be applied as substantive state law under the ftca C. holding that preemption may occur when a state law indirectly affects routes D. holding the economic effects that claims might have on erisa plans are not sufficient for preemption to occur E. holding that a party did not waive its preemption defense where its answer did not specifically mention preemption but contained a broader defense that was capable of encompassing preemption

assistant: The best answer is C. holding that preemption may occur when a state law indirectly affects routes
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: protections afforded by ICWA, section 1912(d) requires that, before a parent’s rights may be terminated, a court must determine if active efforts to provide remedial services have been made. Specifically, that section states: Any party seeking to effect a ... termination of parental rights to[ ] an Indian child under State law shall satisfy the court that active efforts have been made to provide remedial services and rehabilitative programs designed to prevent the breakup of the Indian family and that these efforts have proved unsuccessful. 25 U.S.C. § 1912(d). The remedial efforts should be directed at remedying the reason that led to removal. Adoption of Hannah S., 142 Cal.App.4th 988, 48 Cal.Rptr.3d 605, 612 (2006); see also Matter of Baby Boy Doe, 127 Idaho 452, 902 P.2d 477 (1995) (<HOLDING>). The legislative history of subsection (d) Options: A. holding the record did not contain enough facts to determine whether the statute was constitutional as applied to the particular facts and circumstances of the case B. holding defense applicable to both types of claims C. holding that the types of remedial and rehabilitative services to be required under icwa depend on the facts of the case D. holding that inmates in arizona jails and prisons cannot be treated differently based on a distinction between the rehabilitative programs available in the two types of institutions E. holding that even under the higher active efforts burden required in indian child welfare act icwa cases the fact that ocs failed to make efforts during three of the 26 months it was involved in the case was not determinative

assistant: The best answer is C. holding that the types of remedial and rehabilitative services to be required under icwa depend on the facts of the 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: This Agreement and each Warrant issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State. Each party hereto consents and submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and of the U.S. federal courts located in the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 9.2 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

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 legal provision and list the applicable contract clause categories. Provision: Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law (excluding, without limitation, all Environmental Laws, which are the subject of Section 7.02(j), below), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), in each case except as could not reasonably be expected to result in a Material Adverse Effect, such compliance to include, without limitation, (i) paying, and cause each of its Subsidiaries to pay, before the same become delinquent all taxes, assessments and governmental charges shown as due in all U.S. Federal and material state and local income tax returns required by applicable Requirements of Law (other than taxes, assessments and governmental charges or levies or any other such lawful claims of a Governmental Authority in an aggregate amount at any one time not to exceed $2,500,000), except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP, and (ii) paying all other lawful claims which if unpaid might become a Lien or charge upon any of its properties (other than any Permitted Lien), except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

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: (a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in Liability of any Company under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000, or (b) General Partner or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

assistant: Erisa
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: denied); Hotel Partners v. KPMG Peat Marwick, 847 S.W.2d 630, 632 (Tex.App.—Dallas 1993, writ denied); see generally Anderson v. City of Seven Points, 806 S.W.2d 791, 794 (Tex.1991) (noting that a trial court’s findings of fact are reviewed for legal and factual sufficiency of the evidence); W. Wendell Hall, Standards of Review in Texas, 29 ST. MARY’S L.J. 351, 375-76 (1998). 4 . Adams v. H & H Meat Products, Inc., 41 S.W.3d 762, 769 (Tex.App.—Corpus Christi 2001, no. pet. h.); Amerada Hess Corp. v. Wood Group Prod. Tech., 30 S.W.3d 5, 11 (Tex.App.—Houston [14th Dist.] 2000, pet. denied). 5 . See Tex. Civ. Prac & Rem.Code Ann. § 17.041-.093 (Vernon 1997). 6 . In addition to other, unspecified acts, a nonresident does business in this State if the nonresident: .—Austin 1985, no writ) (<HOLDING>); Uvalde Rock Asphalt Co. v. Consol. Carpet Options: A. holding that a texas court had personal jurisdiction over a kansas resident who after objecting to the texas courts jurisdiction filed a motion for attorneys fees B. holding no jurisdiction over nonresident customer where contract was solicited negotiated and consummated in oklahoma for billboards to be built in texas and erected in oklahoma payments were made to texas and defendant would not earn a profit from texas and had no other contact with texas C. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied D. holding that jurisdiction existed over two georgia residents who leased a machine from a texas resident because they 1 solicited and negotiated the lease agreement by two telephone calls to texas 2 sent correspondence and payments by mail to texas 3 paid for the transfer of the machine from texas and 4 caused their insurance agent to contact the texas resident in texas to arrange coverage for the machine E. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas

assistant: The best answer is D. holding that jurisdiction existed over two georgia residents who leased a machine from a texas resident because they 1 solicited and negotiated the lease agreement by two telephone calls to texas 2 sent correspondence and payments by mail to texas 3 paid for the transfer of the machine from texas and 4 caused their insurance agent to contact the texas resident in texas to arrange coverage for the machine
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 Severance Agreement shall be construed in accordance with the laws of the State of Tennessee, and its terms shall in all cases be interpreted as a whole, according to its fair meaning, and not strictly for or against either of the Bank or Ms. Kimble.

assistant: Applicable 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: The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure.

assistant: Yes
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: Assignor hereby represents and warrants to Assignee that: (i) Assignor, wholly owned by Parent, is the valid owner and holder of the Membership Interests, free and clear of all liens, claims and encumbrances of any nature whatsoever; (ii) Assignor has the full and valid right to assign the Membership Interests as hereby contemplated without any consent from any other parties and (iii) the assets and liabilities listed on Schedule II attached hereto represent all of the assets of the Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: all actions taken by an appellant that cause mootness necessarily bar vacatur of the district court’s judgment. For an appellant’s conduct to constitute “forfeiture” of the benefit of vacatur, see U.S. Bancorp, 513 U.S. at 25, 115 S.Ct. 386, we believe he must have intended that the appeal become moot, either in the sense that mootness was his purpose or that he knew or should have known that his conduct was substantially likely to moot the appeal. Accordingly, an appellant’s conduct that is undertaken with an intent to escape the collateral consequences of the decision below may defeat vacatur. See Nat’l Black Police Ass’n v. District of Columbia, 108 F.3d 346, 354 (D.C.Cir.1997) (finding “manipulative intent” relevant); cf. Dilley v. Gunn, 64 F.3d 1365, 1371-72 & n. 6 (9th Cir.1995) (<HOLDING>). Similarly, if the appellant’s conduct of the Options: A. holding that even though appellant was not entitled to appellate review of order vacating award and directing rehearing as of right the minnesota constitution gave the minnesota supreme court independent power to review any case B. holding that if appellant did not intend to avoid appellate review and to have the district courts order vacated that factor may weigh equitably in favor of vacating the order C. holding the district courts of appeal have the ability to review a pretrial evidentiary order where the state would suffer irreparable harm if the order were not reviewed D. holding that circuit courts do not have jurisdiction to enter an order either vacating or retroactively affecting an administrative support order E. holding that an appellate court may not exercise pendent appellate jurisdiction to review a nonfinal district court order where the merits of the nonfinal order are not inextricably intertwined with the properly appealed collateral order or where review of the former is not necessary to ensure meaningful review of the latter

assistant: The best answer is B. holding that if appellant did not intend to avoid appellate review and to have the district courts order vacated that factor may weigh equitably in favor of vacating the order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver or estoppel of any subsequent breach by such breaching party. No waiver s hall be valid unless in writing and signed by an authorized officer of the Company or the Executive, as applicable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Dollar Tranche Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03 ), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

assistant: Releases
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 child's best interests). 13 . Sylvia asserts that she would have pursued a different trial strategy had she known that OCS intended to assert mental illness as a basis for termination, but she gives no specifics. In fact, Sylvia's mental illness was a significant issue at trial, and her need for well-directed treatment of it is the focus of her "active efforts" argument on this appeal, as addressed later in this opinion. 14 . See, eg., Sherman B. v. State, Dep't of Health & Soc. Servs., Office of Children's Servs., 290 P.3d 421, 431 (Alaska 2012) ("Because we affirm the superior court's finding of abandonment, we do not reach the State's alternative argument for termination based on neglect."). 15 . See Alderman v. Iditarod Props., Inc., 32 P.3d 373, 395-96 (Alaska 2001) (<HOLDING>). 16 , AS 47.10.086(a); AS 47.10.088(a)(3). 17 Options: A. holding district court abused discretion in denying leave to amend complaint to add claim when party opposing motion made no showing of prejudice from delay B. recognizing that to preserve a claim of insufficiency of the evidence a defendant must move for judgment of acquittal when the government rests or at the close of all the evidence C. holding that the trial court had abused its discretion in dismissing the case without allowing appellants an opportunity to amend D. holding that the superior court abused its discretion in allowing an amendment alleging a new claim at the close of evidence where the prejudice to the opposing parties due to their inability to present evidence on the claim outweighed the hardship to the amending party E. holding that a challenge to the weight of the evidence is waived for failure to present the issue first to the trial court

assistant: The best answer is D. holding that the superior court abused its discretion in allowing an amendment alleging a new claim at the close of evidence where the prejudice to the opposing parties due to their inability to present evidence on the claim outweighed the hardship to the amending party
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: all arbitration proceedings will be closed to the public and confidential , and all records relating thereto will be permanently sealed , except as necessary to obtain court confirmation of the arbitration award .

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: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 9, 2016; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: testimony that is incompetent, privileged, or otherwise inadmissible under standard rules of evidence”) (citation omitted); United States v. Libby, 475 F.Supp.2d 73, 90-91 (D.D.C. 2007) (“although the Constitution entitles a defendant an opportunity to present his version of the facts ... to the jury so it may decide where the truth lies, that guarantee extends only to relevant evidence,” and also is “subject to reasonable restrictions, including restrictions imposed by the other rules of evidence”) (citations omitted). Generally, there is no right to present evidence to the jury on questions that are reserved for the court to resolve, including legal questions, and indeed, that have already been resolved. See [United States v.] Anton, 546 F.3d [1355] at 1357-58 [ (11th Cir.2008) ] (<HOLDING>); see also United States v. Gordon, 641 F.2d Options: A. holding that the constitution guarantees criminal defendants a meaningful opportunity to present a complete defense B. recognizing a criminal defendants right to present a complete defense C. holding that the constitutional right to present a defense is not violated by the exclusion of a defendants proffered evidence where he is otherwise given the opportunity to present his defense and crossexamine the key prosecution witnesses D. holding that the sixth amendment right to present a meaningful defense does not entitle a defendant to present evidence on a question of law E. holding that courts may not find a per se sixth amendment violation where the defendant was unable to present relevant evidence

assistant: The best answer is D. holding that the sixth amendment right to present a meaningful defense does not entitle a defendant to present evidence on a question of law
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: ABSENT GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF THE AGENT INDEMNITEES, EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT) IN ACCORDANCE WITH THE TERMS HEREOF. In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including reasonable attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, the Borrower and the Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions to occur on the Effective Date (including, without limitation, the initial public offering of the Parent, the initial disbursements to be made under this Agreement and the use of proceeds of each of the foregoing), will be, Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

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: (a) Recipient shall receive all Information in strict confidence, shall exercise reasonable care to maintain the confidentiality and secrecy of the Information, and, except to the extent expressly permitted by this Non-Disclosure Agreement, shall not divulge Information to any third party without the prior written consent of Disclosing Party.

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 legal provision and list the applicable contract clause categories. Provision: The Borrowers shall use the net Purchase Price only (i) to repay the indebtedness (including any accrued and unpaid interest thereon) described on the attached Schedule 4(d) (the “ Existing Debt ”) or (ii) for working capital and general business purposes.

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: 365, 115 S.Ct. 887, 130 L.Ed.2d 865, (1995) (internal quotation marks omitted). Unexhausted claims may be procedurally defaulted. See, e.g., Reese v. Baldwin, 282 F.3d 1184, 1190 (9th Cir.2002). A claim is procedurally defaulted “if the petitioner failed to exhaust state remedies and the court to which the petitioner would be required to present his claims in order to meet the exhaustion requirement would now find the claims procedurally barred.” Coleman v. Thompson, 501 U.S. 722, 735 n. 1, 111 S.Ct. 2546, 115 L.Ed.2d 640 (1991). If Beaty has any unexhausted claims, he has procedurally defaulted them, because he is now time-barred under Arizona law from going back to state court. See Ariz. R.Crim. P. 32.2(a); see also Stewart v. Smith, —U.S. —, 122 S.Ct. 2578, 153 L.Ed.2d 762 (2002) (<HOLDING>). Properly exhausted claims may also be Options: A. holding that section 34810 is an adequate and independent state ground B. holding that procedural bar rule does not apply to ineffectiveness claims C. holding that federal review of claims is barred where those claims have been defaulted in state court pursuant to an independent and adequate state procedural rule unless the petitioner can demonstrate cause and prejudice D. holding that 15a1419a3 is an independent and adequate state ground for a state courts finding of procedural default E. holding that rule 322a is an adequate and independent procedural bar

assistant: The best answer is E. holding that rule 322a is an adequate and independent procedural bar
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 Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

assistant: Binding Effects