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 balance sheet of The Goldfield Corporation and its subsidiaries, if any, and the related Consolidated Statements of Income and Consolidated Statements of Stockholders’ Equity of The Goldfield Corporation and its subsidiaries, the accompanying footnotes together with the accountant’s opinion thereon, and all other financial information previously furnished to the Bank, are true and correct and fairly reflect the financial condition of The Goldfield Corporation and its subsidiaries as of the dates thereof, including all contingent liabilities of every type, and the financial condition of The Goldfield Corporation and its subsidiaries as stated therein has not changed materially and adversely since the date thereof. Each Guarantor further represents and warrants that all financial statements provided by such Guarantor to Bank concerning such Guarantor’s financial condition are true and correct and fairly represent such Guarantor’s financial condition as of the dates thereof.

assistant: Financial Statements
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: unless otherwise specified in these term of use , all notices under these terms of use will be in writing and will be deemed to have been duly given when received , if personally delivered or sent by certified or registered mail , return receipt requested ; when receipt is electronically confirmed , if transmitted by facsimile or e-mail ; or the day after it is sent , if sent for next day delivery by recognized overnight delivery 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: The Hindalco SARs will vest one-third each anniversary of the award date, subject to achievement of performance criteria each fiscal year. The annual performance criterion for vesting is achievement by Novelis Inc. of 75% of Operating EBITDA before Metal Price Lag.

assistant: Vesting
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: among his creditors.” Trustees of Amalgamated Ins. Fund v. McFarlin’s, Inc., 789 F.2d 98 (2d Cir.1986). The obligation for unemployment insurance contributions arose from wages that employees earned from NEI, not from the Debtors. Only taxes on wages, salaries, or commissions “earned from the debtor” qualify for seventh priority, and therefore the Debtors’ obligation does not so qualify. 11 U.S.C. § 507(a)(7)(D). Nonetheless, the State contends that the unemployment insurance contributions should be treated as if they were on wages earned from the Debtors, since the Debtors have been assessed personal liability for the unpaid contributions. C.f. United States v. Sotelo, 436 U.S. 268, 98 S.Ct. 1795, 56 L.Ed.2d 275, reh’g denied, 438 U.S. 907, 98 S.Ct. 3126, 57 L.Ed.2d 1150 (1978) (<HOLDING>). The State’s reliance on Sotelo, however, is Options: A. holding that permit fees imposed by statute were not taxes B. holding that failure to pay sales taxes is a breach of trust C. holding principals personal liability for unremitted withholding taxes nondischargeable even though corporation rather than principal withheld taxes D. holding unemployment taxes accrued when employees were terminated not when the amount of compensation taxes are determinable E. holding petitioner could not deduct real estate taxes imposed on property he did not own because these taxes were not imposed on him

assistant: The best answer is C. holding principals personal liability for unremitted withholding taxes nondischargeable even though corporation rather than principal withheld taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: name therefore would attract potential customers based on the reputation built up by Steinway in this country for many years. The harm to Steinway in short is the likelihood that potential piano purchasers will think that there is some connection between the Grotrian-Steinweg and Steinway pianos. Id. Similarly, Suntree is not suggesting that the City allowed EcoSense’s baffle boxes to be installed thinking that they were actually Suntree’s product. However, unlike the trademarks at issue in Grotnan, this is not a case where EcoSense’s mark was so similar to Suntree’s mark that the consumer would initially become interested in EcoSense’s product because it mistakenly thought the product was manufactured by Suntree. EcoSense’s and Suntree’s c., 425 F.3d 211, 231-32 (3d Cir.2005) (<HOLDING>); c.f. Tiffany (NJ) Inc. v. eBay Inc., 600 F.3d Options: A. holding that fair use is an affirmative defense B. holding that nominative fair use is an affirmative defense to a prima facie case of likelihood of confusion similar to the fair use defense C. recognizing nominative fair use as an affirmative defense to trademark infringement D. holding that the nominative fair use factors replace the traditional sleekcraft factors for likelihood of confusion where nominative fair use is at issue E. recognizing the underlying principles of nominative fair use

assistant: The best answer is C. recognizing nominative fair use as an affirmative defense to trademark infringement
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 validity, interpretation, construction and performance of this Amendment shall be governed by the laws of the State of Florida, without regard to its conflicts of law principles. Except as specifically amended by this Amendment, the Employment Agreement shall remain unaffected and in full force and effect.

assistant: Miscellaneous
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: Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Administrative Agent. Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Loan as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Mortgage may be executed in any number of copies, and by the parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: and extent of that liability.” Id. at 507, quoting Teamsters Pension Fund v. H.F. Johnson, Inc., 830 F.2d 1009, 1013 (9th Cir.1987). Several other cases have similarly concluded that the failure to timely initiate arbitration will result in a waiver of the right to assert defenses to withdrawal liability arising under sections of MPPAA clearly designated for arbitration. See, e.g., Robbins v. Chipman Trucking Inc., 693 F.Supp. 628, 635 (N.D.Ill.1986) (adopting the rule “that by failing to seek arbitration, a party forfeits its opportunity to rais D.Pa.1988) (failure to request review of fund’s withdrawal liability or to initiate arbitration of assessment made fund’s assessment and payment schedule final); Banner Indus. v. Central States Pension Fund, 657 F.Supp. 875, 884 (N.D.Ill.1987) (<HOLDING>), aff'd, 875 F.2d 1285 (7th Cir.), cert. Options: A. recognizing that failure to develop claim on appeal constitutes waiver B. holding that the failure to object to an instruction constitutes a waiver of error C. recognizing rule that failure to initiate arbitration within statutory time limits constitutes a waiver of the opportunity to do so however in that case the alleged employers filing of declaratory action tolled the statutory time frames D. holding that the failure to object to a trial courts instruction constitutes waiver E. holding that the relevant time is the time of the employment decision

assistant: The best answer is C. recognizing rule that failure to initiate arbitration within statutory time limits constitutes a waiver of the opportunity to do so however in that case the alleged employers filing of declaratory action tolled the statutory time frames
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: is substantially the same as a claim for false arrest under New York law.” Weyant v. Okst, 101 845, 852 (2d Cir.1996). Therefore, the elements of a cause of action for false arrest under both 42 U.S.C. § 1983 and New York law are: “ ‘(1) the defendant intended to confine [the plaintiff], (2) the plaintiff was conscious of the confinement, (3) the plaintiff did not consent to the confinement and (4) the confinement was not otherwise privileged.’ ” Singer, 63 F.3d at 118 (quoting Broughton, 37 N.Y.2d at 456, 373 N.Y.S.2d at 93, 335 N.E.2d 310). Where, as here, an arrest is made without a warrant, the existence of probable cause is an affirmative defense that must proved by the defendant. See Broughton, 37 N.Y.2d at 458, 373 N.Y.S.2d at 95, 335 N.E.2d 310; see also Weyant, 101 F.3d at 852 (<HOLDING>). Probable cause, or reasonable cause as it is Options: A. holding that the existence of probable cause is a complete defense to a 1983 claim alleging false arrest B. holding that probable cause is a complete defense to an action for false arrest C. holding that existence of probable cause to arrest constitutes justification and is a complete defense to an action for false arrest quoting bernard v united states 25 f3d 98 102 2d cir 1994 D. holding that the existence of probable cause for an arrest is a complete defense to a first amendment retaliation claim under the doctrine of qualified immunity E. holding that there is no 1983 cause of action for false arrest unless the arresting officer lacked probable cause

assistant: The best answer is C. holding that existence of probable cause to arrest constitutes justification and is a complete defense to an action for false arrest quoting bernard v united states 25 f3d 98 102 2d cir 1994
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: (9th Cir.2000). We deny the petition for review. Aguilar-Treminio’s application for cancellation of removal was properly deemed abandoned because she did not file the application by the deadline set by the IJ. See 8 C.F.R. § 1003.31(c) (“If an application or document is not filed within the time set by the immigration judge, the opportunity to file that application or document shall be deemed waived.”) Aguilar-Treminio’s contention that the IJ violated due process by failing to directly question her regarding why her application was not timely filed, by cutting off her testimony after the IJ had rendered her decision, and by not advising her that she may be eligible for voluntary departure pursuant to 8 C.F.R. § 1240.46(b)(1)(B), is unavailing. Colmenar, 210 F.3d at 971 (9th Cir.2000) (<HOLDING>). Moreover, AguilarTreminio failed to Options: A. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex B. recognizing that due process claims require showing that proceedings were so fundamentally unfair that she was prevented from reasonably presenting her case C. holding that a plaintiff can show that she is qualified by presenting credible evidence that she continued to possess the objective qualifications she held when she was hired D. holding that a plaintiff could not proceed on her procedural due process claim brought under 1983 because she did not show that she had exhausted her state law remedies or alleged that those remedies were inadequate E. holding that prejudice may result when the alien is prevented from reasonably presenting his or her case citation omitted emphasis added

assistant: The best answer is B. recognizing that due process claims require showing that proceedings were so fundamentally unfair that she was prevented from reasonably presenting her case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: these consequences as a direct result of his Vermont convictions. We conclude that the appellant is “in custody” for the purposes of 13 V.S.A. § 7131. III. As an alternative ground for dismissal, the trial court held that the doctrine of laches barred the appellant’s claim. This Court has never applied laches to either post-conviction relief or habeas petitions. This Court has previously addressed the merits of post-conviction relief attacks on an eighteen-year-old conviction, Magoon v. Smith, supra, 130 Vt. at 603-04, 298 A.2d at 821, and on a twenty-three-year-old conviction. In re Murray, 131 Vt. 4, 5, 298 A.2d 835, 836 (1972). Furthermore, 13 V.S.A. § 7131 specifically provides that a petition may be filed “at any time.” See In re McNair, — Mont. —, —, 615 P.2d 916, 917 (1980) (<HOLDING>). Consequently, we decline to apply the Options: A. holding that laches bars relief where second mortgagee failed to seek relief for almost seven months after learning of sheriffs sale B. holding that identical language in montana postconviction relief statute bars application of laches C. holding that probation was custody and permitted jurisdiction under postconviction relief statute D. holding that where defense of laches was not pleaded denial of equitable relief on grounds of laches was error E. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act

assistant: The best answer is B. holding that identical language in montana postconviction relief statute bars application of laches
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: charge and the contentions contained therein, this Court does not find that Reno’s sexual harassment claim would have been developed and subsequently investigated during the course of the EEOC proceedings. The facts allegedly forming the basis of Reno’s charge o discrimination she advanced in her EEOC charge is sufficiently broad enough to encompass her sexual harassment claim. However, simply “[b]ecause a claim of sexual harassment may constitute sexual discrimination does not imply that a charge consisting of facts which purportedly constitute sexual discrimination necessarily includes all forms of sexual discrimination.” Sandom v. Travelers Mortgage Servs., Inc., 752 F.Supp. 1240, 1247 (D.N.J.1990); see Riley v. Tech. & Management Servs. Corp., 872 F.Supp. 1454, 1459 (D.Md.1995) (<HOLDING>). For instance, in the pending action, Reno’s Options: A. recognizing that a claim of hostile environment sex discrimination is actionable under title vii B. holding that harassment of women working alongside plaintiff was relevant to question of creation of environment viola tive of title vii although vinson was a sexual harassment case the principles underlying a hostile environment theory are equally applicable in sexual harassment and racial harassment cases C. holding that allegations of discrimination on the basis of sexual orientation necessarily state a claim of discrimination on the basis of sex D. holding that eeoc charge filed by plaintiff more than 180 days after alleged incident of sexual harassment was timely where alleged sexual harassment violation continued as hostile work environment through time of plaintiffs termination E. holding that a charge that alleged discrimination on the basis of sex did not support a complaint for hostile environment sexual harassment

assistant: The best answer is E. holding that a charge that alleged discrimination on the basis of sex did not support a complaint for hostile environment sexual harassment
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 laws of the State of Kansas, and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Wichita, Kansas. In addition, the Executive and the Company waive any right he or it may otherwise have to a trial by jury in any action to enforce the terms of this Agreement.

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: Read the case excerpt and choose the best holding from the options. Case excerpt: can be demonstrated if the “proof at trial ‘goes beyond the parameters of the indictment in that it establishes offenses different from or in addition to those charged by the grand jury.’ ” United States v. Pigee, 197 F.3d 879, 886 (7th Cir.1999) (quoting United States v. Willoughby, 27 F.3d 263, 266 (7th Cir.1994)) (emphasis added). “As such, we are primarily concerned with changes made to the indictment that affect elements of the crime.” United States v. Mitov, 460 F.3d 901, 906 (7th Cir.2006). The Fifth Amendment is not offended when a difference between the indictment and the proof at trial is insignificant, or a broadly worded indictment provides sufficient room for the evidence presented at trial. See, e.g., United States v. Trennell, 290 F.3d 881, 887-89 (7th Cir.2002) (<HOLDING>). By contrast, reversal is required where, Options: A. holding that evidence supported conspiracy with an unnamed drug supplier where inter alia defendant purchased wholesale quantities of drugs from the supplier B. holding that the term cocaine base in 21 usc 841b1 refers to cocaine in its chemically basic form which includes but is not limited to crack cocaine C. holding that insufficient evidence supported the defendants conviction for possession of cocaine when officers executed a warrant on a small oneroom apartment and found large quantities of crackcocaine in plain view although the defendant supplied police with a false name when they questioned him at the apartment there was no evidence that the defendant had drugs on his person or that he had ever used cocaine D. holding that an indictment that referred to wholesale quantities of cocaine and cocaine base was sufficiently broad to include the specific quantities of drugs actually found by the jury E. holding that district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack

assistant: The best answer is D. holding that an indictment that referred to wholesale quantities of cocaine and cocaine base was sufficiently broad to include the specific quantities of drugs actually found by the jury
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 is for the benefit of Purchaser and Seller, and except as provided in the indemnities granted by Purchaser in this Agreement and in the Purchase Documents (as defined in Section 19 ) with respect to the Indemnified Parties listed therein, no other person or entity will be entitled to rely on this Agreement, receive any benefit from it or enforce any provisions of it against Purchaser or Seller.

assistant: Benefits
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: was that the Former Wife engaged in a yelling match with the Former Husband through a closed car window in the driveway of her house. She testified that when she found the Former Husband seated inside his car in her driveway, she drove away, parked at a neighbor’s house, and then walked back to the house. She admitted that the Former Husband never got out of his car. Moreover, the only threat the Former Husband allegedly made was that the Former Wife would be going to jail because she had violated the domestic violence injunction already in place against her by approaching the Former Husband’s car. Such generalized threats to engage in unpleasant, but not violent, behavior are not sufficient to support the issuance of a domestic violence injunction. See, e.g., Jones, 32 So.3d at 774 (<HOLDING>); Oettmeier v. Oettmeier, 960 So.2d 902, 903, Options: A. holding that injunction was not properly issued based on threats to make the petitioners life miserable B. holding that the defendants sentence had been improperly enhanced where there was no evidence that the defendant constructively possessed or exercised control over the weapon C. holding improperly admitted evidence was harmless error given the overwhelming evidence of guilt D. holding that injunction was improperly issued when there was no evidence of actual violence or threats of violence E. holding that the donovan rule applies regardless of whether the injunction is issued before or after the federal court filing

assistant: The best answer is D. holding that injunction was improperly issued when there was no evidence of actual violence or threats of violence
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: knowingly transported child pornography in interstate commerce. Contrary to Genao’s belief, the fact that he was not physically sitting in front of his computer and directly interacting with the undercover agent who downloaded these files from his server does not relieve him of responsibility under Section 2252A. We also find no merit to each of Genao’s arguments purportedly supporting dismissal of the indictment. We further reject Genao’s argument that the evidence seized from his home and computer should have been suppressed. With regard to the downloading of files from Genao’s servers by the undercover agent, this did not constitute a warrantless search and seizure because Genao made these files available to the public. See United States v. Fields, 113 F.3d 313, 321 (2d Cir.1997) (<HOLDING>). We have reviewed each of the purported Options: A. holding that where an individual voluntarily goes to the police station to discuss the commission of a crime that person has not been seized within the meaning of the fourth amendment B. holding seizure of evidence in plain view reasonable under fourth amendment C. recognizing that a person has been seized within the meaning of the fourth amendment only if in view of all of the circumstances surrounding the incident a reasonable person would have believed that he was not free to leave D. holding that what a person chooses voluntarily to ex pose to public view thereby loses its fourth amendment protection E. holding that the observation of evidence in plain view is not a search for purposes of the fourth amendment and does not require a warrant

assistant: The best answer is D. holding that what a person chooses voluntarily to ex pose to public view thereby loses its fourth amendment protection
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: which was within the 50 to 500-gram range found by the jury, and which converted to 396 kilograms of marijuana; and (3) converting the 36 grams of crystal methamphetamine into 720 kilograms of marijuana. No enhancements were applied to Williams’s offense level and he received a two-level safety valve reduction, for a 30 (11th Cir.), cert. denied, — U.S. —, 126 S.Ct. 2911, 165 L.Ed.2d 931 (2006) (noting that the application of U.S.S.G. § 4B1.1 would not violate the Fifth Amendment because it would not exceed the applicable statutory maximum under the U.S.Code). Moreover, by failing to object to the drug quantities used in the PSI, Williams admitted these facts. See United States v. Williams, 438 F.3d 1272, 1274 (11th Cir.), cert. denied, — U.S. —, 127 S.Ct. 195, 166 L.Ed.2d 159 (2006) (<HOLDING>). VI. Reasonableness Williams’s challenge to Options: A. holding that the failure to contest drug amount in the psi constitutes an admission of that quantity B. holding that where the indictment charged drug quantity but drug quantity was not submitted to the jury the district court erred in using drug quantity to increase the penalty beyond the twentyyear maximum of 841b1c C. holding that because the defendant did not object to the factual recitations in the psi he effectively admitted the facts in the psi D. holding defendants failure to object to the drug quantity assessment in the presentence report at sentencing was a waiver of the issue on appeal E. holding that where defendant failed to object to facts in psi relating to prior conviction the failure to object constituted an admission

assistant: The best answer is A. holding that the failure to contest drug amount in the psi constitutes an admission of that quantity
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: v. American Oil Co., 257 Ind. 458, 276 N.E.2d 144, 148 (1971) (“We do not mean to say or infer that parties may not make contracts ... providing for indemnification, but it must be done knowingly and willingly as in insurance contracts made for that very purpose.”). To ensure that a party is not saddled with an unintended burden to insure or indemnify, such provisions are “strictly construed ... and will not be held to provide indemnity unless so expressed in clear and unequivocal terms.” Moore Heating, 583 N.E.2d at 145 (“Courts disfavor such indemnification clauses because to obligate one party to pay for the negligence of the other party is a harsh burden which a party would not lightly accept.”); see also Exide Corp. v. Millwright Riggers, Inc., 727 N.E.2d 473, 480 (Ind.App.2000) (<HOLDING>); Ogilvie v. Steele by Steele, 452 N.E.2d 167, Options: A. holding that an indemnification clause that covers all claims demands rights and causes of action of any kind whether arising from avants own acts or those of fitness pointe encompassed indemnification for negligent implementation of a fitness program B. holding that because the indemnification clause contained no clear statement that would give the contractors notice of the harsh burden that complete indemnification imposes indemnification was inappropriate C. holding that where the policy includes indemnification coverage to the corporation proceeds are not property of the estate where there is no proof of payments by corporation of payments D. holding that although a letter agreementwas clear and unambiguous in requiring indemnification for undisclosed liabilities the relevant paragraph was uncertain and indefinite in that it did not specify what warranties representations and indemnification were appropriate E. holding directors and officers liability policy was property of the estate because the estate was worth more with indemnification coverage than without the coverage

assistant: The best answer is B. holding that because the indemnification clause contained no clear statement that would give the contractors notice of the harsh burden that complete indemnification imposes indemnification was inappropriate
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 Subscription Booklet, there are no material legal proceedings, other than routine litigation incidental to the business, pending or, to the knowledge of the Company, threatened against or involving the Company or any of its respective property or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving the Company.

assistant: Litigations
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 Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Signatures may be affixed manually or digitally and delivery of an executed counterpart of the signature pages to this Amendment by facsimile or by electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are solely responsible for the user content that you make available through the services and you represent and warrant that ( a ) you either are the sole and exclusive rights owner of all user content that you provide or you have obtained all rights , licences , permissions , consents and releases that are necessary to grant to oculus the rights specified in this section ; ( b ) the provision of your user content , and our subsequent use of such user content , will not infringe , misappropriate or violate any third party 's patent , copyright , trademark , trade secret , moral rights or other proprietary or intellectual property rights , or rights of publicity or privacy , or result in the violation of any applicable laws or regulations ; and ( c ) your user content does not violate our community standards .

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: (i) Any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), other than a Boyd Family Group, (a) shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Tenant’s Parent entitled to vote in an election of directors of Tenant’s Parent, or (b) shall have caused the election of a majority of the members of the board of directors or equivalent body of Tenant’s Parent, which such members have not been nominated by a majority of the members of the board of directors or equivalent body of Tenant’s Parent as such were constituted immediately prior to such election, (ii) except as permitted or required hereunder, the direct or indirect sale by Tenant or Tenant’s Parent of all or substantially all of Tenant’s assets, whether held directly or through Subsidiaries, relating to the Facilities in one transaction or in a series of related transactions (excluding sales to Tenant or its Subsidiaries), or (iii) (a) Tenant ceasing to be a wholly-owned Subsidiary (directly or indirectly) of Tenant’s Parent or (b) Tenant’s Parent ceasing to control one hundred percent (100%) of the voting power in the Equity Interests of Tenant or (iv) Tenant’s Parent consolidates with, or merges with or into, any Person (other than a Person that is a Boyd Family Group if Tenant’s Parent is the surviving entity), or any Person (other than a Person that is a Boyd Family Group if Tenant’s Parent is the surviving entity) consolidates with, or merges with or into, Tenant’s Parent, in any such event pursuant to a transaction in which any of the outstanding Equity Interests of Tenant’s Parent ordinarily entitled to vote in an election of directors of Tenant’s Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Equity Interests of Tenant’s Parent ordinarily entitled to vote in an election of directors of Tenant’s Parent outstanding immediately prior to such transaction constitute or are converted into or exchanged into or exchanged for a majority (determined by voting power in an election of directors) of the outstanding Equity Interests ordinarily entitled to vote in an election of directors of such surviving or transferee Person (immediately after giving effect to such transaction).

assistant: Change In Control
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: an ERISA plan administrator to conduct or permit discovery. Id. The district court’s remand for further development of the record indicated that the district court would refuse to uphold the decision to expel the employer on the existing record. Id. But we noted that the pension fund “remain[ed] free, on remand, to confirm or reinstate the expulsion order on the existing record and then defend its decision in the district court. The issue would then be reviewable on appeal from the court’s final judgment.” Id. We then held that “[t]he fact that an interlocutory discovery order may be onerous or inconvenient does not make the order immediately appeal-able under the collateral order doctrine.” Id.; see also Graham v. Hartford Life & Accident Ins. Co., 501 F.3d 1153 (10th Cir.2007) (<HOLDING>). Liberty relies on Chronister in support of Options: A. holding abuse of discretion review is appropriate when erisa plan grants discretion to the plan administrator B. holding that an employees claim against plan administrator for denied benefits is preempted C. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant D. holding that district courts order remanding an erisa benefits determination to a plan administrator was nonfinal and therefore not appealable after the remand to plan administrator plan participant still could appeal the district courts decision that erisa preempted her state law claim and if successful she would be able to pursue punitive damage E. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan

assistant: The best answer is D. holding that district courts order remanding an erisa benefits determination to a plan administrator was nonfinal and therefore not appealable after the remand to plan administrator plan participant still could appeal the district courts decision that erisa preempted her state law claim and if successful she would be able to pursue punitive damage
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: or court of the United States on a prior application for a writ of habeas corpus.” 28 U.S.C. § 2244(a), (b)(2); see also id. § 2255(h) (listing exceptions to successive restrictions). 8 . 561 U.S. 320, 130 S.Ct. 2788, 177 L.Ed.2d 592 (2010). 9 . Id. at 323, 130 S.Ct. 2788. 10 . Id. at 323-24, 130 S.Ct. 2788. 11 . See Johnson v. United States, 623 F.3d 41, 44-46 (2d Cir.2010); Marmolejos v. United States, 789 F.3d 66, 70, 2015 WL 3499660, at *4 (2d Cir. June 4, 2015) ("Magwood and Johnson ... stand for the principle that when a judgment is entered on account of new substantive proceedings involving reconsideration of either the defendant’s guilt or his appropriate punishment, it is a new judgment for purposes of AEDPA.”); see also Urinyi v. United States, 607 F.3d 318, 321 (2d Cir.2010) (<HOLDING>). 12 . 204 F.3d 1221, 1222 (9th Cir.2000). 13 . Options: A. holding that the application of revised 2255 which would have barred the petitioner who had filed his first 2255 motion prior to aedpas enactment from filing a second 2255 motion would have had retroactive effect because the petitioner might well have waited to file that initial motion had he foreseen aedpas revision of 2255 B. holding that defendant could not raise in a 2255 motion an issue previously decided on direct criminal appeal C. holding premagwood that where a first 2255 motion was granted so movant could file a direct appeal the second 2255 motion was not a successive motion under aedpa D. holding that motion filed under fedrcivp 60b properly construed as successive 2255 motion E. holding that a district court lacks jurisdiction to review a second or successive 2255 motion where the movant failed to obtain authorization to file the motion from this court

assistant: The best answer is C. holding premagwood that where a first 2255 motion was granted so movant could file a direct appeal the second 2255 motion was not a successive motion under aedpa
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 date hereof, the Company’s only Subsidiaries are set forth on Schedule 6(g) . The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. As of the date of this Agreement, Unity Bank, a New Jersey state-chartered commercial bank (the “ Bank ”), is the only “significant subsidiary” of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or Mondelēz or the performance or observance by any Borrower or Mondelēz of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee represents that (A) the source of any funds it is using to acquire the assigning Lender’s interest or to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or (B) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (vii) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (viii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

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: detention without a hearing offends the Due Process Clause. Young’s detention, however, has not yet reached that point. First, although “the sheer length of the proceedings is not alone determinative of reasonableness,” Debel, 2014 WL 1689042, at *5, courts in this Circuit have upheld detentions of significantly longer duration than Young’s, see, e.g., id. at *6 (eighteen months and “likely” to exceed two years); Orsino, 942 F.Supp.2d at 408-11 (fifteen months); Johnson v. Phillips, No. 10-CV-480 (HBS), 2010 WL 6512350, at *6-7 (W.D.N.Y. Dec. 20, 2010) (seventeen months); Andreenko v. Holder, No. 09-CV-8535 (CM) (JCF), 2010 WL 2900363, at *3-4 (S.D.N.Y. June 25, 2010) (thirteen months). But see Gordon v. Shanahan, No. 15-CV-261 (JGK), 2015 WL 1176706, at *4 (S.D.N.Y. Mar. 13, 2015) (<HOLDING>); Araujo-Cortes, 35 F.Supp.3d at 548 (same Options: A. holding that oregons procedure for appointment of temporary guardian for six months violated due process B. holding that eight months between charges and dismissal created inference of causal connection C. holding thirtyeight day preappearance detention violated due process D. holding that detention of approximately eight months violated due process E. holding that juvenile pretrial detention implicates due process rights

assistant: The best answer is D. holding that detention of approximately eight months violated due process
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 is not in default, or has obtained waivers of any defaults, in the performance of any obligation, agreement or condition contained in any debenture, note or other evidence of indebtedness or any indenture or loan agreement of the Company, other than as set forth in the Memorandum. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the articles of incorporation or bylaws of the Company, or any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree or any government, governmental instrumentality, agency or body, arbitrator, tribunal or court, domestic or foreign, having jurisdiction over the Company or its property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not required for the consummation of the transactions herein contemplated except such as may be required under the Act or under the securities laws of any state or jurisdiction.

assistant: No Defaults
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 dredging project lack merit. Nor does it mean that the Court will never adjudicate the merits of these claims or that, as stated at oral argument, Defendants have blanket immunity to carry out their dredging project without any judicial oversight. Instead, the Court, as section 9613(h) requires, must adjudicate these claims after the EPA’s remedial action at the Hudson River is undertaken. See Alabama, 871 F.2d at 1560. Consequently, the Court dismisses Plaintiffs’ fourth cause of action and their third cause of action to the extent it too raises ability to bring pre-enforcement due process and equal protection claims against the Environmental Protection Agency); Broward Garden Tenants Ass’n v. United States Envtl. Prot. Agency, 157 F.Supp.2d 1329, 1340-41 (S.D.Fla.2001) (<HOLDING>); South Macomb Disposal Auth. v. United States Options: A. holding that section 9613h precluded preenforcement judicial review of plaintiffs constitutional challenge cercla B. recognizing cercla successor liability C. holding that we review constitutional challenges de novo D. holding that section 9613h bars judicial review over constitutional challenges to cercla E. holding that courts should exercise judicial restraint and decide asapplied challenges before facial challenges

assistant: The best answer is D. holding that section 9613h bars judicial review over constitutional challenges to cercla