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 Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, will be governed by and construed in accordance with the laws of the State of Texas.

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: Code Ann. § 19.03(a)(8), and sentenced to death, seeks habeas relief from our court pursuant to issues for which the district court granted her a certificate of appealability (COA). (Recently, our court denied her COA request on additional issues. Henderson v. Dretke, 164 Fed.Appx. 506 (5th Cir.2006).) Henderson was not charged with capital child murder for more than two weeks after being charged with kidnapping the child. Primarily at issue is whether, for events that occurred between the two charges, she can assert Sixth Amendment claims regarding the murder charge. The district court certified for appeal the claims related to this issue because of the possible unfairness of those claims being precluded by Texas v. Cobb, 532 U.S. 162, 167-68, 121 S.Ct. 1335, 149 L.Ed.2d 321 (2001) (<HOLDING>). AFFIRMED. I. On the morning of 21 January Options: A. holding that the fourteenth amendment incorporated the sixth amendment right to counsel B. holding that a criminal defendant has a sixth amendment right to counsel at trial C. holding an accuseds sixth amendment right to counsel does not attach to uncharged crimes factually related to the crime for which the defendant has been charged D. holding defendants sixth amendment right to counsel which applies only to criminal cases did not attach when juvenile petition for abuse and neglect was filed E. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel

assistant: The best answer is C. holding an accuseds sixth amendment right to counsel does not attach to uncharged crimes factually related to the crime for which the defendant has been charged
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 the Purchaser, as to the Purchaser's obligations hereunder only and without any effect whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before May __, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach by the 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 legal provision and list the applicable contract clause categories. Provision: Parent fails to comply with (a) the laws and regulations applicable to Parent (including, without limitation, ERISA) wherever its business is conducted, (b) the provisions of its charter documents and by‑laws, (c) any agreements and instruments by which it or any of its properties may be bound, or (d) any decrees, orders, and judgments applicable to Parent, except when such failure to comply with any of the foregoing would not materially adversely affect the business, property or financial condition of Parent and its Subsidiaries, taken as a whole; and such failure continues for fifteen (15) days after Notice thereof has been given to the Borrower by the Lender. If at any time while any portion of the Loans or any amount under this Agreement is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any Governmental Authority shall become necessary or required in order that Parent may fulfill any of its obligations under the Parent Guarantee, Parent fails promptly to take or cause to be taken all reasonable steps within the power of Parent to obtain such authorization, consent, approval, permit or license and furnish the Lender with evidence thereof; and such failure continues for fifteen (15) days after Notice thereof has been given to the Borrower by the Lender.

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: Any and all notices required in connection with this Agreement shall be deemed adequate y given only if in writing and (a) personally delivered, or sent by first class, registered or certified mail, postage prepaid, return receipt requested, or by recognized overnight courier, or (b) sent by facsimile, provided a hard copy is mailed on that date to the party for whom such notices are intended. A written notice shall be deemed to have been given to the recipient party on the earlier of (a) the date it shall be personally delivered or delivered to the address required by this Agreement; (b) the date delivery shall have been refused at the address' required by this Agreement; (c) with respect to notices sent by mail or overnight courier, the date which is 24 hours after the mailing date; or (d) with respect to a facsimile, the date on which the facsimile is sent and receipt of which is confirmed. Any and all notices referred to in this Agreement, or which either party desires to give to the other, shall be addressed to his residence in the case of the Employee, or to its principal office in the case of the Company, to the attention of its Chairman.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing; provided, however , that the Company shall reimburse the Investor Group for reasonable legal fees and expenses as actually incurred in connection with the matters related to seeking Board representation at the Company, the matters related to the 2016 Annual Meeting, the filing of a Schedule 13D amendment in connection with this Agreement and the negotiation and execution of this Agreement in an amount not to exceed $100,000.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: could also be awarded as an element of actual damages if proven. The Grisham court reviewed jurisprudence and explained that attorney's fees are not awarded in cases absent a finding of wrong doing because, historically, our jurisprudence refused to consider filing or defending a case as “wrong doing,” and hence some intentional misconduct was required to support such an award. The Grisham court explained that our judicial system sought to ensure access to the courts and justice without financial barriers. 8 . Duggins v. Guardianship of Washington Through Huntley, 632 So.2d 420, 431 (Miss.1993) (The Mississippi Supreme Court cited and embraced its early comment in Andrew Jackson Life Ins. Co., 566 So.2d at 1186 n. 13.); Cont’l Cas. Co. v. Garrett, 173 Miss. 676, 161 So. 753, 755 (1935) (<HOLDING>). 9 . I note that the record on appeal fails to Options: A. recognizing recovery under common law for tort damages that are proven to be reasonably foreseeable damages of ones tortious acts B. holding that pecuniary damages are not property damages under insureds policy C. holding that tort law and the law of punitive damages are not controlled by the contract choice of law provision D. holding that punitive damages may be imposed against employer for tortious conduct of employee E. holding that no recovery exists for speculative damages

assistant: The best answer is A. recognizing recovery under common law for tort damages that are proven to be reasonably foreseeable damages of ones tortious acts
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 amended application does not comply with the prevailing standards for fee applications; and (3) debtor’s counsel was allowed to file an amended fee application upon a previous finding of noncompliance. Doe. # 161. Compensation for attorneys is authorized by section 330(a) of the Code, provided the attorney complies with the requirements of the Code and the Federal Rules of Bankruptcy Procedure. Section 330(a) states: (a) After notice to any parties in interest and to the United States Trustee and a hearing, and subject to sections 326, 328, and 329, the court may award to ... the debtor’s attorney— (1) reasonable compensation for actual, necessary services rendered by such ... p. (In re Kenneth Leventhal & Co.), 152 B.R. 511, 515 (N.D.Ill.1993), aff'd, 19 F.3d 1174 (7th Cir.1994) (<HOLDING>); Solomon v. Wein (In re Huhn), 145 B.R. 872, Options: A. holding attorneys must present detailed records to enable the court to determine if the services were necessary B. holding that records relating to a student court were not education records C. holding that court did not have to hold a hearing to determine attorneys fees where detailed affidavit was provided D. holding that because the wife failed to present any evidence as to the legal services performed in the trial court the wife was not entitled to a second hearing to establish attorneys fees E. holding that an attorneys bills are high evidence as to the maximum value of the attorneys services

assistant: The best answer is A. holding attorneys must present detailed records to enable the court to determine if the services were necessary
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: City of Los Angeles v. County of Kern, 581 F.3d 841, 847-48 (9th Cir.2009). In County of Kern, a waste-disposal company wanted to ship waste inside its home State but was discouraged from doing so by a statute that made it more expensive. The court held that the company did not have standing even though the increased cost would force it to ship waste out of state. Id. Only the harm (having to ship to out-of-state waste disposal sites), and not the interest (maintaining its in-state shipment), was out of state. In order for the company to have mercial interests that are burdened by the challenged regulations. County of Kern, 581 F.3d at 847-48; Pine Belt, 389 F.3d at 501; see also Boston Stock Exch. v. State Tax Comm’n, 429 U.S. 318, 321 n. 3, 97 S.Ct. 599, 50 L.Ed.2d 514 (1977) (<HOLDING>). This it has done. It pled that it operates in Options: A. holding that state restrictions on electronic license plates might constitute an undue burden on interstate commerce so the claim fell within the zone of interests protected by the dormant commerce clause B. holding that stock exchanges asserting their rights to engage in interstate commerce free of discriminatory taxes are within the zone of interests protected by the commerce clause C. holding that commerce clause authorizes congress to punish any particular criminal action even without proof of a relation to interstate commerce when the activity is part of a class of activities determined by congress to affect interstate commerce D. recognizing power of states to engage in some regulation of interstate commerce E. holding that statute which prohibited gun possession near a school zone exceeded congresss authority under the commerce clause because the statute did not regulate activity that had a substantial effect on interstate commerce

assistant: The best answer is B. holding that stock exchanges asserting their rights to engage in interstate commerce free of discriminatory taxes are within the zone of interests protected by the commerce clause
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: Executive shall be entitled to four (4) weeks paid vacation and five (5) days of paid personal business time each year during the Term. Any vacation or personal business days not used in any year shall be subject to forfeiture or accrual pursuant to the Company’s then-current vacation policy.

assistant: Vacations
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: we note that Imlay offers no explanation in his second affidavit for the inherent discrepancy in the statement. Therefore, even if we were to consider Imlay’s second affidavit, Tempest’s juris dictional facts based on representations about the structure and progress of the transaction — made to Tempest in Texas and relied upon by Tempest to its detriment — are supported by the documentary evidence and are not negated. These jurisdictional facts are sufficient to support the exercise of long-arm jurisdiction. See Ring Power, 39 S.W.3d at 353-54 (noting that alleged misrepresentation committed partially in Texas satisfied requirement for jurisdiction under long-arm statute); Mem’l Hosp. Sys. v. Fisher Ins. Agency, Inc., 835 S.W.2d 645, 650 (Tex.App.-Houston [14th Dist.] 1992, no writ) (<HOLDING>). Next, appellees contend that Tempest was on Options: A. 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 B. 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 C. recognizing strong interest in protecting texas citizens where tort was committed in whole or in part in texas 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 misrepresentation made by outofstate defendant to texas plaintiff who relied on it in texas satisfied requirement for jurisdiction under longarm statute based on commission of a tort in part in texas

assistant: The best answer is E. holding misrepresentation made by outofstate defendant to texas plaintiff who relied on it in texas satisfied requirement for jurisdiction under longarm statute based on commission of a tort in part in texas
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: publication should be construed as a whole in light of the surrounding circumstances based upon how a person of ordinary intelligence would perceive it.” Turner v. KTRK Televis he issue to avoid waiver. It is well established in Texas law that “an appellate court cannot reverse a trial court’s judgment absent properly assigned error.” Pat Baker Co., Inc. v. Wilson, 971 S.W.2d 447, 450 (Tex.1998); accord Vawter v. Garvey, 786 S.W.2d 263, 264 (Tex.1990); San Jacinto River Authority v. Duke, 783 S.W.2d 209, 210 (Tex.1990). An exception to this rule is that an appellate court can consider matters concerning the trial court’s subject-matter jurisdiction sua sponte. Volume Millwork, Inc. v. W. Hous. Airport Corp., 218 S.W.3d 722, 726 (Tex.App.-Houston [1st Dist.] 2006, pet. denied) (<HOLDING>). We have already recognized that a claim of Options: A. holding that even where subjectmatter jurisdiction may go unchallenged on appeal we have an obligation to inquire sua sponte into our jurisdiction over the matter B. holding that lack of appellate jurisdiction is fundamental error C. holding that a district court has the discretion to raise a 2254 timeliness consideration sua sponte D. holding lack of subjectmatter jurisdiction is fundamental error that this court may properly raise and recognize sua sponte E. holding that the court can raise res judicata sua sponte even on appeal

assistant: The best answer is D. holding lack of subjectmatter jurisdiction is fundamental error that this court may properly raise and recognize sua sponte
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the company , but not its third party licensors , hereby represents , warrants , and covenants that it will not , for so long as you are authorized to use the service pursuant to this eula , sue or bring a cause of action against you for :

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: hardship has been rebutted “nothing in § 524(m)(l) expressly prohibits the court from considering other factors (such as the debtor’s best interest, as under § 524(c)(6)(A)).”). Reaffirmation of the debt does not appear to provide any benefit to the Debtor. The Debtor does not reside in the Property, does not maintain any equity in the Property, and Debtor’s counsel was unable to indicate what benefit, if any, the Debtor would derive in exchange for her reaffirmation of the debt. (See Audio Recording of Hearing Held in Courtroom D, January 20, 2012 (10:19-10:21 AM)). While the Debtor’s desire to protect her co-owning daughter’s interest in the Property is understandable, it does not appear to be in the Debtor’s best interest. See In re Hoffman, 358 B.R. 889, 843-44 (Bankr.W.D.Va.2006) (<HOLDING>). Further, just because this Court will Options: A. holding that when information which potentially undermines the best interest of the child as well as the interest sought to be protected by the legitimation statutes and the policy of this state it must first be tested in light of the best interest of the child standard B. recognizing minnesotas interest in protecting the interests of the child C. holding that reaffirming an unaffordable debt for the purpose of protecting a coobligor was not in the debtors best interest D. holding that a debt incurred for a personal family or household purpose is a consumer debt even though it is secured by the debtors real property E. holding that the governments interest in the welfare of children embraces not only protecting children from physical abuse but also protecting childrens interest in the privacy and dignity of their homes and in the lawfully exercised authority of their parents

assistant: The best answer is C. holding that reaffirming an unaffordable debt for the purpose of protecting a coobligor was not in the debtors best interest
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: Interest accrued on the principal amount of any Loan shall be payable in arrears (i) at maturity (whether by acceleration or otherwise), and (ii) (x) if such Loan has an Interest Period of one week or one month, on the last day of each Interest Period applicable to such Loan, and (y) if such Loan has an Interest Period longer than one month, every three months during such Interest Period following the date on which such Loan is made ( provided that subject to the proviso set forth in the definition of “Interest Period”, if any such three-month date is a day that is not a Business Day, such three-month date shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such three-month date into the next calendar month, in which case such three-month date shall be the immediately preceding Business Day).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall promptly reimburse the Executive for his actual out‑of‑pocket expenses incurred in carrying out his duties hereunder in the conduct of the Company's business, which expenses shall be limited to ordinary and customary items and which shall be supported by vouchers, receipts or similar documentation submitted in accordance with the Company's expense reimbursement policy and as required by law.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the extent permitted by applicable law , niantic , the pokémon company ( `` tpc '' ) , and tpci disclaim all liability related to any property damage , personal injury , or death that may occur during your use of our services , including any claims based on the violation of any applicable law , rule , or regulation or your alleged negligence or other tort liability .

assistant: Limitation of liability
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: settle or defend, as we consider appropriate, any claim or suit asking for these damages. Had Allstate only assumed responsibility to pay damages whenever its insured became legally responsible, it would have assumed the role of a surety. When Allstate took the initiative to settle the claim for which its insured had not yet become legally responsible, however, it was settling not only its insured’s potential liability but its own possible obligation to pay and its own duty to defend its insured. The oral promise to settle was an original undertaking, not a promise to answer for the debt of the insured. Therefore, the suretyship provision of the Statute of Frauds does not apply to Allstate’s promise to settle. See Klag v. Home Ins. Co., 116 Ga.App. 678, 158 S.E.2d 444, 451-52 (1967) (<HOLDING>). Allstate argues the rationale underlying Options: A. holding that action against an erisa plan administrator based on his alleged oral promise to pay for the majori ty of beneficiarys medical expenses was not a colorable claim under 502a1b because dispute concerned the terms of the alleged oral promise not of the erisa plan itself B. holding insurers oral promise to settle a claim was an original undertaking and need not be in writing C. holding that the failure to carry out an oral promise to convey land standing by itself is not fraud D. holding that absent a factual basis rendering it invalid an oral agreement to settle a title vii claim is enforceable against a plaintiff E. holding that express oral agreement with government agent was not binding because among other factors applicable regulations required contract to be in writing

assistant: The best answer is B. holding insurers oral promise to settle a claim was an original undertaking and need not be in writing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in a writing signed by you and the Chairman of the Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon.

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: So long as any of the Debentures remain outstanding, the Company will maintain in Wilmington, Delaware, an office or agency where the Debentures may be presented for payment, an office or agency where the Debentures may be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Company in respect of the Debentures or of this Indenture may be served. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated by Section 2.5, such office or agency for all of the above purposes shall be the office or agency of the Trustee. In case the Company shall fail to maintain any such office or agency in Wilmington, Delaware, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.

assistant: Payments
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: 735. Although the FDIC was a party to the Settlement Agreement, it was not a party to this case. Thus, the legal question of whether the FDIC’s agreement to the non-assignability clause in the Settlement Agreement controls over FIRREA’s assignability provision was not before the trial court. The legal question before the trial court, and before this Court, is whether Alma’s assignment of the Second Note from the FDIC is valid. We consider significant that the Second Note did not contain a non-assignability clause, did not reference the Settlement Agreement, and on its face defined “holder” as including “assignees.” The Texas Supreme Court has held that FIRREA’s provisions preempt state law and extend to the FDIC’s assignees. See, e.g., Jackson v. Thweatt, 883 S.W.2d 171, 174 (Tex.1994) (<HOLDING>). Assignees of the FDIC benefit from two other Options: A. holding that suit filed within six years of assessment tolls the limitation period indefinitely B. holding that where promissory note was dated september 261945 suit filed on september 26 1949 was filed within applicable fouryear limitations period C. recognizing that under illinois law parties are free to contract for a time period within which a suit may be brought which is less than the general statute of limitation period applicable to written contracts D. holding that limitations period in section 13 214a of the code applies over limitations period for contribution actions found in section 13 204 of the code because former provision is more specific E. holding that limitations provision of section 1821d14 of firrea is applicable to suit on note brought by fdics assignee preempts state fouryear limitations period and extends limitation period to six years

assistant: The best answer is E. holding that limitations provision of section 1821d14 of firrea is applicable to suit on note brought by fdics assignee preempts state fouryear limitations period and extends limitation period to six years
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 in the SEC Documents, the Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2018, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by Eide Bailly LLP and (ii) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the Closing Date, and the related unaudited pro forma consolidated statements of income and cash flows as of the Closing Date, certified by a Responsible Officer. Such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). Since December 31, 2018, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: would have been reduced to a form of words,” id. at 648, 81 S.Ct. 1684 (internal quotation marks and citations omitted), and, accordingly, held that “all evidence obtained by searches and seizures in violation of the Constitution is, by the same authority, inadmissible in a state court.” Id. at 655, 81 S.Ct. 1684. More recently, however, the Court has relied on the rule’s deterrent purpose in declining to expand its application beyond traditional criminal proceedings. See, e.g., 1.N.S. v. Lopez-Mendoza, 468 U.S. 1032, 1043, 104 S.Ct. 3479, 82 L.Ed.2d 778 (1976) (refusing to employ the exclusionary rule in deportation proceedings in part because the “deterrent value” of the rule would not be served); United States v. Calandra, 414 U.S. 338, 351, 94 S.Ct. 613, 38 L.Ed.2d 561 (1974) (<HOLDING>). Indeed, even within the context of criminal Options: A. holding that right was available in grand jury proceedings B. holding no right to crossexamine in grand jury proceedings C. holding that grand jury witnesses may not refuse to answer questions on the ground that they are based on illegally seized evidence because any incremental deterrent effect which might be achieved by extending the rule to grand jury proceedings is uncertain at best D. holding the trial court erred in ordering the transcription of grand jury proceedings so that it could intervene in the operations of the grand jury E. holding that the government is not required to present exculpatory evidence to the grand jury

assistant: The best answer is C. holding that grand jury witnesses may not refuse to answer questions on the ground that they are based on illegally seized evidence because any incremental deterrent effect which might be achieved by extending the rule to grand jury proceedings is uncertain at best
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: sufficient to show that Boyd conspired with an unknown drug supplier in New Orleans. We are not persuaded. The evidence was clearly sufficient to show that Boyd was a drug dealer and that he distributed crack as charged in the indictment, but it 'did not show that he was engaged in a conspiratorial agreement to violate the drug laws. None of the three women who testified against Boyd indicated that she worked for Boyd or solicited drug sales on his behalf, or otherwise acted in concert with Boyd to achieve a common purpose beyond their desire to purchase drugs from him. See United States v. Cardenas, 9 F.3d 1139, 1157 (5th Cir.1993) (“An agreement to violate narcotics laws may be inferred from ‘concert of action.’ ”); see also United States v. Mitchell, 484 F.3d 762, 769 (5th Cir.2007) (<HOLDING>). The only motive apparent from the testimony Options: A. holding that the quantity of drugs that the defendant had originally agreed to sell to undercover agents was attributable to him notwithstanding the fact that at the agents request he ultimately agreed to complete the deal for a lesser amount B. holding that agreement as to form and content did not constitute agreed judgment C. holding that plaintiff stated a claim for breach of contract when it alleged the government failed to purchase insurance for plaintiff as agreed by contract D. holding that coconspirators concert of action allowed jury to infer an agreement where defendants agreed to purchase crack cocaine together for distribution agreed to travel together and agreed to have another coconspirator conduct the transaction on behalf of all of them E. holding that there was no evidence that parties actually agreed to modify stock purchase agreement and thus contract was effective as originally written

assistant: The best answer is D. holding that coconspirators concert of action allowed jury to infer an agreement where defendants agreed to purchase crack cocaine together for distribution agreed to travel together and agreed to have another coconspirator conduct the transaction on behalf of all of them
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 acknowledge and agree that the restrictions contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and that any violation of any of the restrictions will result in immediate and irreparable injury to the Company for which monetary damages will not be an adequate remedy. I further acknowledge and agree that if any such restriction is violated, the Company will be entitled to immediate relief enjoining such violation (including, without limitation, temporary and permanent injunctions, a decree for specific performance, and an equitable accounting of earnings, profits, and other benefits arising from such violation) in any court having jurisdiction over such claim, without the necessity of showing any actual damage or posting any bond or furnishing any other security. I also agree that any request for such relief by the Company shall be in addition to, and without prejudice to, any claim for monetary damages that the Company may elect to assert. In addition, during any period that you are in breach of the provisions of this Annex B, the Restricted Period shall be extended by any such period during which you are in breach.

assistant: Remedies
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 Corporation will have the right to withhold from any payments to be made to Executive (whether under this Agreement or otherwise) any taxes the Corporation determines it is required to withhold with respect to Executive under the laws and regulations of any governmental authority, whether Federal, state or local and whether domestic or foreign, in connection with this Agreement, including, without limitation, taxes in connection with the transfer of MRSUs or the lapse of restrictions on MRSUs. Failure to submit any such withholding taxes shall be deemed to cause otherwise lapsed restrictions on MRSUs not to lapse.

assistant: Withholdings
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: referees and masters, except as otherwise provided by rules of the Iowa Supreme Court.” Id. r. 5.1101(a). On the other hand, the legislature has declared that a small claims proceeding is to be “simple and informal, and shall be conducted by the court itself, without regard to technicalities of procedure.” Iowa Code § 631.11(1). We have found the intent of this statute is “to provide a simple, informal, and inexpensive procedure for the trial of a small claim in a trial conducted by the court itself without regard to technicalities of procedure.” Lau v. City of Oelwein, 336 N.W.2d 202, 203 (Iowa 1983). We have used this statute to exclude certain rules of civil procedure from small claims proceedings. See, e.g., Midwest Recovery Servs. v. Cooper, 465 N.W.2d 855, 857 (Iowa 1991) (<HOLDING>). In regards to the presentation of evidence at Options: A. holding a guilty plea pursuant to a deferred judgment is a conviction for purposes of the feloninpossessionofafirearm statute iowa code section 72426 B. holding that determining what care is reasonable under iowa code section 8527 is a question of fact C. holding in a case in which negligence was based on the illegal sale of alcohol to a minor in violation of iowa code section 12343 now section 12347 that proximate cause was an issue to be resolved by the finder of fact D. holding a deferred judgment is not a final judgment of sentence from which a defendant may appeal under iowa code section 8146 E. holding iowa code section 63113 which is now section 6317 contains no provision for posttrial motions on appeal from a small claims court judgment

assistant: The best answer is E. holding iowa code section 63113 which is now section 6317 contains no provision for posttrial motions on appeal from a small claims court judgment
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: Covenant Media of South Carolina, LLC v. City of North Charleston, 493 F.3d 421 (4th Cir.2007) (city regulation was revised during the litigation to include a time limit for reviewing permits; however the court still found standing because Covenant had suffered an injury by the City’s application of the original unconstitutional ordinance that is redressable at least by nominal damages); Boulder Sign Co. v. City of Boulder City, Nevada, 281 Fed.Appx. 701 (9th Cir.2008) (City passed an ordinance banning all billboards while sign company was challenging size restrictions of the original ordinance; court found no standing because sign company’s alleged injury cannot be redressed by a favorable decision.); Coral Springs St. Sys. v. City of Sunrise, 371 F.3d 1320 (11th Cir.2004) (<HOLDING>); Granite State Outdoor Adven, Inc. v. Options: A. recognizing that the zoning code of a homerule city is a legislative enactment B. recognizing that code is speech C. recognizing that source code is speech but not reaching the object code issue D. holding that the challenge to the sign code is moot because the original code was repealed and superseded and there was no reasonable likelihood the city would reenact the old code E. holding that citys enforcement of the entire state penal code would not constitute a city policy because the city was required to follow state law

assistant: The best answer is D. holding that the challenge to the sign code is moot because the original code was repealed and superseded and there was no reasonable likelihood the city would reenact the old code
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 294 N.W.2d at 294. A right is vested when: It has arisen upon a contract, or transaction in the nature of a contract, authorized by statute and liabilities under that right have been so far determined that nothing remains to be done by the party asserting it. Stotts v. Wright County, 478 N.W.2d 802, 805 (Minn.App.1991), quoting.. Jasaka Co., v. City of St. Paul, 309 N.W.2d 40, 44 (Minn.1981) (review denied (Minn. Feb. 11, 1992)). “In zoning cases, the ‘contract’ is the issuance of a building permit, issued in error or later revoked for some reason.” Id. But the doctrine of vested rights exists to protect developers from changes in zoning laws aimed at frustrating development. See Naegele Outdoor Adver. Co. of Minneapolis v. City of Lakeville, 532 N.W.2d 249, 254 (Minn.App.1995) (<HOLDING>), review denied (Minn. July 20, 1995). And “[a] Options: A. holding that appellant had waived any objection to an instruction that he had himself introduced and which was amended by the state without objection from appellant B. holding trial court reversibly erred in not permitting appellant to withdraw his plea where court erroneously stated appellant could appeal motion was in fact not dispositive and appellant was entitled to rely on the courts statement C. holding that where appellant did not submit permit application until four years after the ordinance in question was amended appellant had no vested rights D. holding that application of section 9711h as amended did not deprive appellant of any constitutional right E. holding no jurisdiction where appellant argued report was no report because it failed to mention appellant in any substantive way but trial court found report was merely deficient on element of causation as to appellant and granted extension

assistant: The best answer is C. holding that where appellant did not submit permit application until four years after the ordinance in question was amended appellant had no vested rights
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: From time to time, at the Company’s request and without further consideration, the Participant shall execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of the Plan and the Participant’s Participation Agreement, Release and Restrictive Covenants Agreement, and to provide adequate assurance of the Participant’s due performance thereunder.

assistant: Further Assurances
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: You will receive an initial annual base salary of $390,000.00 (paid at a bi-weekly rate of $15,000.00). Your annual base salary is subject to adjustment by the Company from time to time and is payable in accordance with the Company’s customary payroll practices, as may be amended from time to time.

assistant: Base Salary
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 specific individual to qualify as a “means of identification” under 18 U.S.C. § 1028A. We review properly preserved questions of statutory interpretation de novo. United States v. Krawczak, 331 F.3d 1302, 1305 (11th Cir.2003). However, where a defendant fails to present the issue to the district court, like Wilson in this case, we review only for plain error. United States v. Smith, 459 F.3d 1276, 1282-83 (11th Cir.2006). As discussed below, we find no error, much less plain error. This Court has not previously resolved this specific issue in a published opinion, and there appears to be some conflict in the circuits on whether the use of someone’s name qualifies as a “means of identification” under 18 U.S.C. § 1028A. Compare United States v. Mitchell, 518 F.3d 230 (4th Cir.2008) (<HOLDING>), with United States v. Blixt, 548 F.3d 882 Options: A. recognizing the principle that gives precedence to the terms of the more specific statute where a general statute and a specific statute speak to the same concern B. holding a bare name alone was not sufficient to identify the specific individual as required under the statute C. holding that release must specifically name or otherwise specifically identify the persons to be discharged D. holding that at a bare minimum the district court was required to provide a pro se prisoner with fair notice of the summary judgment rule requirements E. holding that specific statutes create exceptions to general statutes therefore if a provision of a specific statute is inconsistent with one in a general statute on the same subject the specific statute controls

assistant: The best answer is B. holding a bare name alone was not sufficient to identify the specific individual as required under the statute