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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not contest Alaimalo’s actual innocence. B. Prior Opportunities to Raise Actual Innocence Claim We turn to the question of whether Alaimalo’s actual innocence claim was unavailable to him during his direct appeal and his first § 2255 motion. In making this determination, we consider “(1) wheth er the legal basis for petitioner’s claim did not arise until after he had exhausted his direct appeal and first § 2255 motion; and (2) whether the law changed in any way relevant to petitioner’s claim after that first § 2255 motion.” Harrison, 519 F.3d at 960 (internal quotation marks omitted). An intervening court decision must “effect a material change in the applicable law” to establish unavailability. Harrison, 519 F.3d at 960. See also In re Davenport, 147 F.3d 605, 607, 610 (7th Cir.1998) (<HOLDING>); Triestman v. United States, 124 F.3d 361 (2d Options: A. holding that the supreme courts interpretation of 18 usc 924c1 in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 has retroactive application to cases on collateral review B. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used C. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense D. holding that the rule announced in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 applies retroactively on collateral review E. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessibility of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm

assistant: The best answer is E. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessibility of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm
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: official immunity existed only in the cramped sense used by the court of appeals, its qualified promise against personal civil liability to public officers would be hollow indeed. The purpose of the doctrine of official immunity is to protect public officers from civil liability for conduct that would otherwise be actionable. Ministerial acts are those: [ w]here the law prescribes and defines the duties to be performed with such precision and certainty as to leave nothing to the exercise of discreti .App.—Dallas 1992, writ dism’d w.o.j.) (explaining that officers were not entitled to immunity because “their actions in the pursuit did not involve matters within their discret L.Ed.2d 483 (1988); Vasquez v. Hernandez, 844 S.W.2d 802, 804-05 (Tex.App.-San Antonio 1992, writ dism’d w.o.j.) (<HOLDING>); Wyse, 733 S.W.2d at 227 (describing Options: A. holding that officers positioning himself next to his patrol car with gun drawn and then firing was a discretionary use of deadly force B. holding that deadly force was unreasonable where the suspect possessed a gun but was not pointing it at the officers and was not facing the officers when they shot C. holding that instruction on use of deadly force was required where appellant was aware of the decedents violent history decedent had a gun in his car and appellant used force only after decedent had made an attempt to approach his car D. holding that apprehension by the use of deadly force is a seizure E. holding that injury of plaintiff who was detained in negligently parked patrol car that along with another patrol car was struck by thirdparty vehicle did not arise out of use or operation of patrol car within meaning of ttcas motorvehicle waiver rather patrol car merely furnished condition that made injury possible

assistant: The best answer is A. holding that officers positioning himself next to his patrol car with gun drawn and then firing was a discretionary use of deadly force
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: three counts of first-degree CSC with a minor, in violation of South Carolina Code section 16-3-655. Another statute, section 16-3-657, provides that “[t]he testimony of the victim need not be corroborated in prosecutions under §§ 16-3-652 through 16-3-658.” The circuit court charged the jury the above quoted language of section 16-3-657. This was reversible error. “In general, the trial court is required to charge only the current and correct law of South Carolina. ... A jury charge is correct if it contains the correct definition of the law when read as a whole.” Sheppard v. State, 357 S.C. 646, 665, 594 S.E.2d 462, 472 (2004) (citations omitted). Some principles of law, however, are not to be charged to a jury. See, e.g., State v. Grant, 275 S.C. 404, 408, 272 S.E.2d 169, 171 (1980) (<HOLDING>). Contrary to the majority opinion, we did not Options: A. holding that erroneous instruction that flight from the scene of the crime implied guilt was harmless because there was other evidence to sustain a conviction B. holding that motive is circumstantial evidence of intent C. holding that although evidence of a defendants flight is admissible as circumstantial evidence of guilt it is improper for the trial judge to instruct the jury on the law of flight because such an instruction oftentimes has the potential for creating more problems than solutions as it places undue emphasis upon that part of circumstantial evidence D. holding that such circumstantial evidence may be used to prove discrimination E. recognizing that circumstantial evidence alone can be sufficient to demonstrate a defendants guilt

assistant: The best answer is C. holding that although evidence of a defendants flight is admissible as circumstantial evidence of guilt it is improper for the trial judge to instruct the jury on the law of flight because such an instruction oftentimes has the potential for creating more problems than solutions as it places undue emphasis upon that part of circumstantial evidence
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 to the extent otherwise expressly provided herein, this Agreement, and all of the rights and obligations set forth herein, shall terminate and be of no further force or effect in the event that the Investors and their Affiliates cease to own any shares of Common Stock or Convertible Securities.

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: This Agreement shall create a continuing security interest in the Collateral and shall (i) be binding upon the Grantors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject, however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement, a Secured Foreign Line of Credit Agreement, a Secured Franchisee Loan Facility Guaranty or a Secured Cash Management Agreement, such Secured Hedge Agreement, Secured Foreign Line of Credit Agreement, Secured Franchisee Loan Facility Guaranty or Secured Cash Management Agreement, as applicable. Each of the Grantors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Grantor or otherwise.

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: to the issue of motive for the shooting, its admission for that purpose was obvious. There was never any indication the gag-related evidence should be considered for any other reason, such as to improperly suggest petitioner was guilty of the attempted murders because he had a criminal disposition. Thus, there is no reason to conclude the jury might have deduced from the trial court's instructions that the gang-related evidence apart from Detective Nicker-son's rebuttal testimony could be used for an improper purpose. (See People v. Freeman, 8 Cal.4th 450, 495, 34 Cal.Rptr.2d 558, 882 P.2d 249 (1994) [limiting instruction not necessarily beneficial to defense when purpose of evidence obvious].) 15 . See e.g., California v. Roy, 519 U.S. 2, 5, 117 S.Ct. 337, 136 L.Ed.2d 266 (1996) (<HOLDING>). 16 . Terry testified at a preliminary hearing Options: A. holding that harmless error analysis applies to sandstrom mandatory presumption errors B. holding that confronta tion clause errors were subject to harmless error analysis C. holding that instructional errors that do not categorically vitiate all the jurys findings are trial errors as to which harmless error analysis applies not structural errors emphasis and internal quotation marks omitted quoting neder v united states 527 us 1 11 119 sct 1827 144 led2d 35 1999 D. holding blakely errors are subject to harmless error analysis E. holding that instructional errors that are trial errors are subject to harmless error analysis

assistant: The best answer is E. holding that instructional errors that are trial errors are subject to harmless error analysis
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: right of first refusal contained in the option, because the right of first refusal in the shareholder agreement applies only to offers to sell shares to entities that are not affiliates of Interactive (or its assignee) while the right in the option applied to all assignments or transfers to non-affiliates. Further, Section 2.8 does not use the broad defined term “Transfer.” This failure to use a defined term in Section 2.8 reinforces that only sales of shares fall within the scope of the right of first refusal contained in the shareholder agreement. If this Court construed “sale” any more broadly, such an interpretation would directly conflict with Section 1.2 of the shareholder agreement. See Publix Super Markets, Inc. v. Wilder Corp. of Delaware, 876 So.2d 652, 654 (Fla. 2d DCA 2004) (<HOLDING>); Kipp v. Kipp, 844 So.2d 691, 693 n. 2 (Fla. Options: A. holding that contracts should be interpreted to give effect to all provisions B. recognizing that a contract is to be construed to give reasonable effect to each of its provisions C. holding that construction that neutralizes any provision of a contract should not be adopted if the contract can be construed to give effect to all provisions D. holding that a contract should be read to give reasonable meaning to all provisions of that contract E. holding that a contract must be read as a whole in order to give a reasonable and harmonious meaning and effect to all of its provisions citation omitted

assistant: The best answer is D. holding that a contract should be read to give reasonable meaning to all provisions of that contract
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 maintains adequate insurance covering the risks of the Company, if any, of such types and in such amounts and with such deductibles as are customary for other companies of a similar size engaged in similar lines of business. All insurance held by the Company is in full force and effect and is issued by insurers of recognized responsibility.

assistant: Insurances
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: To the fullest extent permitted by law and the Company’s operating agreement, the Company shall promptly indemnify Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys’ fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company, including as a director, officer or employee of the Company. The Company also agrees to maintain a director’s and officers’ liability insurance policy covering the Executive. In addition, the Company will reimburse the Executive for the cost of a supplemental D&O insurance policy for up to Five Million Dollars ($5,000,000). The Company and the Executive shall enter into an indemnification agreement, substantially in the form attached hereto as Exhibit D.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby appoints Executive, and Executive shall serve, as Chief Executive Officer. Executive shall report to the Managing Members or Managers or other governing body pursuant to the terms of the Company's limited liability company agreement as amended from time to time (the "Board"). The Executive shall have such duties and responsibilities as are consistent with Executive's position.

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: Article 1 , this Article 4 , Section 10.6 , Article 11 , Article 12 , Article 14 , Article 15 , Article 16 and Article 17 shall survive termination or expiration of this Agreement.

assistant: Survival
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 jury; otherwise, it is considered to have demanded a jury trial on all the issues so triable. If the party has demanded a jury trial on only some issues, any other party may-within 10 days after being served with the demand or within a shorter time ordered by the court-serve a demand for a jury trial on any other or all factual issues triable by jury. (d) Waiver; Withdrawal. A party waives a jury trial unless its demand is properly served and filed. A proper demand may be withdrawn only if the parties consent. Fed.R.Civ.P. 38. Although ues will not give rise to a demand for a jury trial. Fredieu v. Rowan Cos., 738 F.2d 651, 653 (5th Cir.1984). “New issues” do not relate to new theories of recovery. Id.; Trixler Brokerage Co. v. Ralston Purina Co., 505 F.2d 1045, 1050 (9th Cir.1974) (<HOLDING>). Rather, Rule 38(b) is concerned with issues Options: A. holding party should not rely on courts power to remand for new trial under iowa rule of appellate procedure 26 now rule 626 as a substitute for careful trial preparation and presentation of evidence B. holding that an issue not raised on direct appeal of sentence is barred by the law of the case from presentation in a subsequent appeal C. holding that the movant was not entitled to new trial under rule 59 based on a defense which if properly placed in issue would have affected the course of the jury trial D. holding new trial should not have been granted because jury was properly instructed E. holding that the presentation of a new theory does not constitute the presentation of a new issue on which a jury trial should be granted as of right under rule 38b

assistant: The best answer is E. holding that the presentation of a new theory does not constitute the presentation of a new issue on which a jury trial should be granted as of right under rule 38b
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: substantive question of whether the survey plat accomplishes a subdivision of land within the meaning of the NMSDA. See Kennecott Copper Corp. v. Employment Sec. Comm’n, 78 N.M. 398, 402, 432 P.2d 109, 113 (1967) (observing that a power conferred by statute implies those further powers necessary to carry out the power expressly granted). In carrying out the statutory duty under Section 47-6-6, a county clerk is not bound by a surveyor’s certification and may look to the face of the survey or to other documents in the county clerk’s records in determining whether a survey plat certified as a boundary survey plat in fact accomplishes a division of land within the meaning of the NMSDA. See Eldorado Utils., Inc. v. State ex rel. D’Antonio, 2005-NMCA-041, ¶¶ 12-13, 137 N.M. 268, 110 P.3d 76 (<HOLDING>). {15} We see no reason why a county clerk, in Options: A. holding that state rights are equivalent to federal rights in this area B. holding that article x 2 of the california constitution dictates the basic principles defining water rights that no one can have a protectible interest in the unreasonable use of water and that holders of water rights must use water reasonably and beneficially C. recognizing that water rights constitute a real property interest D. recognizing a presumption that the issuance of a permit by the state engineer allowing recognized irrigation water rights to be shifted to other users works as severance of those water rights from the land E. holding that the state engineer has discretion to refuse to accept for filing amended declarations of water rights pertaining to water rights that are not vested and that the state engineer may rely on information contained in his own records in exercising this discretion

assistant: The best answer is E. holding that the state engineer has discretion to refuse to accept for filing amended declarations of water rights pertaining to water rights that are not vested and that the state engineer may rely on information contained in his own records in exercising this discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except for changes made by us as described here , no other amendment or modification of these terms shall be effective unless set forth in a written agreement expressly amending these terms and bearing a written signature by you and us .

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: met the various tests delineated by Illinois courts for a joint and mutual will. The executrix contends that the will escapes the anti-alienation requirement under Illinois law, falling within the exception, because the second paragraph of the will bequeaths all property to the surviving spouse “absolutely.” This language, according to the surviving spouse, negates any restriction on the use of personal property. This overlooks the third sentence of the will which provides that at the death of the survivor all personal and real property is to go to the Grimeses’ four children, and the Illinois courts have refused to construe the term “absolute” as defeating the distribution plan of the bequest to the children. Helms v. Darmstatter, 34 Ill.2d 295, 301-302, 215 N.E.2d 245, 247 (1966) (<HOLDING>); Rauch v. Rauch, 112 Ill.App.3d 198, 201-202, Options: A. holding that the considerations underlying absolute prosecutorial immunity at common law dictate the same absolute immunity under 1983 B. recognizing the disposition of property for charitable purposes can be in the form of an absolute transfer subject to conditions C. holding that the word absolute did not permit the survivor to ignore the disposition to a family member rather the survivor only had an absolute right to the entire corpus for life and at death the property passes in accordance with the terms of the will D. recognizing an absolute privilege for police records in a habeas corpus action E. holding that the burden is on the defendants to establish the existence of absolute legislative immunity

assistant: The best answer is C. holding that the word absolute did not permit the survivor to ignore the disposition to a family member rather the survivor only had an absolute right to the entire corpus for life and at death the property passes in accordance with the terms of the will
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: Subject to Section 5.13 of the Notes Collateral Agreement, upon the Termination Date, the security interest granted herein shall terminate and the Notes Collateral Agent shall execute, acknowledge, and deliver to the Grantors all instruments in writing in recordable form to evidence and release the collateral pledge, grant, assignment, lien and security interest in the Copyright Collateral under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the burden of proving the second element identified in Farmers’, specifically, that the claimant did not initiate the fight. See Farmers’, 144 Va. at 104, 131 S.E. at 241. Thus, the issue of whether the claimant initiated the fight is not an affirmative defense, but rather, an “integral part of the proximate causation analysis.” Nat’l Mkt. Share, Inc. v. Sterling Nat’l Bank, 392 F.3d 520, 527 (2d Cir.2004); see also E.I. du Pont de Nemours & Co. v. McCain, 414 F.2d 369, 374 (5th Cir.1969) (“The theory of new and independent cause is not an affirmative defense; it is but an element to be considered by the jury in considering the existence or non-existence of proximate cause.” (internal quotations omitted)); Resolution Trust Corp. v. KPMG Peat Marwick, 845 F.Supp. 621, 625 (N.D.Ill.1994) (<HOLDING>). Accordingly, we conclude that the commission Options: A. holding a plaintiff cannot assert a violation of the ecoa as an affirmative defense B. holding that an antitrust injury is a necessary element of a 2 claim C. holding that the issue of whether the plaintiffs claim was barred by an intervening cause was not an affirmative defense but merely an assertion that the plaintiff cannot prove a necessary element of its claim D. holding that reasonable reliance is not an element of the defense E. holding the defendants claim that he was denied the right to testify was appropriate for direct review when the record was adequately developed to permit full consideration of the defendants claim the pertinent facts were undisputed a pcr hearing was not necessary to resolve a factual dispute and would not aid in the application of the law and the defendants claim was presented not as an ineffective assistance of counsel claim but rather as an error committed by the trial court in excluding the defendants testimony which was not an appropriate basis for an ineffective assistance of counsel claim

assistant: The best answer is C. holding that the issue of whether the plaintiffs claim was barred by an intervening cause was not an affirmative defense but merely an assertion that the plaintiff cannot prove a necessary element of its claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities and indemnities of, Tenant or Landlord arising prior to the expiration or earlier termination of the Term shall survive such expiration or termination. In addition, all claims against, and all liabilities and indemnities hereunder of, Tenant shall continue in full force and effect and in favor of the Landlord named herein and its successors and assigns, notwithstanding any conveyance of the Premises to Tenant.

assistant: Survival
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 constitutes the entire agreement of the parties hereto with respect to the subject matter described herein, and supersedes in its entirety the Prior Agreement. Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any acceleration of Award vesting or severance pay based on termination of employment, and Executive hereby agrees that he or she has no such rights except as stated herein, and Executive agrees that any such rights, whether in an employment agreement, offer letter, stock option agreement, stock option plan, equity award agreement or other agreement, are hereby waived.

assistant: Entire Agreements
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 date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be evidenced by one or more accounts or records maintained by such Lender or and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

assistant: Records
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 obligation of the Selling Holders to sell the Repurchased Interests to Desert Newco and the obligation of Desert Newco to purchase and pay for the Repurchased Interests on the Closing Date (as defined below) are subject to the condition that the sale of the Firm Shares pursuant to the Underwriting Agreement shall have closed. The closing of the Repurchase Transaction (the “ Closing ”) shall take place as soon as practicable following the closing of the sale of the Firm Shares (as defined in the Underwriting Agreement) pursuant to the Underwriting Agreement or such other subsequent date as each of the parties hereto agrees to in writing (the “ Closing Date ”). For the avoidance of doubt, the Closing shall be deemed to occur after the completion of any exchange of Class B Common Stock and Units for shares of Class A Common Stock included among the Firm Shares. On the Closing Date, each of the Selling Holders shall deliver to Desert Newco, in a form and in a manner reasonably acceptable to Desert Newco, all of its Repurchased Interests, as set forth on Schedule A hereto, free and clear of all liens, pledges, charges, equities, claims or other encumbrances, together with any further documents or instruments, including, if appropriate, stock powers duly endorsed in blank or stock transfer stamps affixed thereto, or certificates from broker-dealers previously holding liens on such securities or holding such securities for the Selling Holders, reasonably requested by Desert Newco. On the Closing Date, Desert Newco shall pay each of the Selling Holders by wire transfer an amount equal to the Per Unit Repurchase Price multiplied by the number of Repurchased Units being sold to Desert Newco by each Selling Holder, as set forth on Schedule A hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof, shall not be effective in any event unless the same is in writing and signed by Agent and Subordinated Creditors, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Participant resides or is employed outside of the United States, the Participant agrees, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the RSUs) if required by and in accordance with local foreign exchange rules and regulations in the Participant 's country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its Eligible Subsidiaries, as may be required to allow the Company and its Eligible Subsidiaries to comply with local laws, rules and regulations in the Participant's country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant's personal legal and tax obligations under local laws, rules and regulations in the Participant 's country of residence (and country of employment, if different).

assistant: Cooperation
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 agrees to pay all reasonable, documented costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable, documented fees and expenses of the Administrative Agent’s legal counsel.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in Section 1.5 hereof, Seller and Buyer shall each reimburse you for one-half of the reasonable costs and expenses incurred by you in performing your duties hereunder, including, without limitation, reasonable attorneys’ fees.

assistant: Costs
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 set forth on Schedule 4.20 hereto, the Company has good and marketable title to all personal property owned by it which is material to the business of the Company, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

assistant: Severability
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: On and as of the Third Amendment Effective Date, after giving effect to this Agreement and to all Indebtedness (including the Loans) being incurred, and to be incurred (and the use of proceeds thereof), and Liens created, and to be created, by the Borrower and its Subsidiaries in connection with the transactions contemplated hereby, the Borrower and each of its Material Subsidiaries are Solvent. On and as of each of the Eleventh Amendment Effective Date and the Eleventh Amendment Release Date, after giving effect to this Agreement (as amended by the Eleventh Amendment) and the Transactions, the Borrower and each of its Material Subsidiaries are Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Default or Event of Default under the 2024 Indenture other than the Interest Payment Default shall have occurred and be continuing as of the date the condition set forth in Section 3(a) is satisfied.

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: instruction. Cf. Dillon v. Nissan Motor Co., Ltd., 986 F.2d 263, 267 (8th Cir.1993) (affirming sanctions based on the trial court’s finding that “both plaintiffs’ expert and plaintiffs’ attorney knew or should have known that the car was an important piece of evidence which should have been preserved in its entirety”). Plaintiffs further argue that Ford suffered no prejudice from the loss of the Tempo because plaintiffs alleged a design defect shared by all similarly designed Tempos. To be sure, the need for the actual defective product and, correspondingly, the prejudice caused by its loss, is significantly reduced in a case alleging a common design defect, as opposed to a particular manufacturing defect. See Beerman v. Toro Mfg. Corp., 1 Haw.App. 111, 115, 615 P.2d 749, 753 (1980) (<HOLDING>); Schmid v. Milwaukee Elec. Tool Corp., 13 F.3d Options: A. holding that plaintiffs did not need to identify the specific defective lawn mower to sustain their claim of a design defect B. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion C. holding that complaint alleging design defect likely to cause damage failed to state a claim D. holding that acts of improper maintenance were insufficient to defeat plaintiffs defective design claim E. holding the mda did not preempt plaintiffs state common law claims for defective design defective manufacture and failure to warn

assistant: The best answer is A. holding that plaintiffs did not need to identify the specific defective lawn mower to sustain their claim of a design defect
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: Sellers shall maintain existing insurance or “tail” insurance, in form and substance reasonably acceptable to Buyer (“ Seller Insurance ”), to insure against liabilities in connection with the development, business or operation of the Sellers and/or the Purchased Assets. The Seller Insurance coverage shall be retroactive such that it covers all periods prior to the Closing Date and shall remain in effect for at least three years from the Closing Date. The minimum coverage of the Tail Insurance shall be One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. Buyer shall be included as additional insured party to the Seller Insurance.

assistant: Insurances
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: 5.6 you agree that you are solely responsible for ( and that youtube has no responsibility to you or to any third party for ) any breach of your obligations under the terms and for the consequences ( including any loss or damage which youtube may suffer ) of any such breach .

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: date of the amendment. Jordan v. Dennison, 278 N.J.Super. 306, 311, 650 A.2d 1041 (App.Div.1995). Although the Legislature substantially modified the no-fault laws in 1988, and then again effective March 12, 1990, the provisions of the Fund Law, including N.J.S.A 39:6-70(n), were not changed. The Fund Law has remained constant since enactment and still requires that the threshold of N.J.S A 39:6A-8a be met if the injured party seeks recovery from the fund. Thus, after January 1, 1989, a person would not be entitled to recover noneconomic damages resulting from injury caused by an identified uninsured motorist from the Fund unless her injuries met the “verbal threshold” delineated in one of nine categories of N.J.S A 39:6A-8a. Cf. Rivera, supra, 285 N.J.Super. at 180, 666 A.2d 619 (<HOLDING>). Plaintiff contends that the failure to amend Options: A. holding that racial discrimination is not a personal injury tort B. holding that age discrimination is not a personal injury tort C. holding that a negligence claim is not a personal injury tort claim D. holding that sexual harassment is a personal injury tort E. holding that the tort threshold requirement njsa 39670n is not applicable if the injury to a qualified claimant is caused by a hit and run motorist

assistant: The best answer is E. holding that the tort threshold requirement njsa 39670n is not applicable if the injury to a qualified claimant is caused by a hit and run motorist
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 name `` ebay '' and other ebay marks , logos , designs , and phrases that we use in connection with our services are trademarks , service marks , or trade dress of ebay in the u.s. and other countries .

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: at 498. The Court recognizes that defendant, with some justification, is frustrated by plaintiffs careful limitation of her claim to the jurisdictional limit, as amended and as it previously existed. Defendant’s removal is based solely on plaintiffs settlement demand of $75,000.00. This is insufficient to establish the jurisdictional amount for two reasons. First, the mere existence of a settlement demand is not dispositive of the issue of the jurisdictional amount. See, e.g., King v. Wal-Mart Stores, Inc., 940 F.Supp. 213, 217 n. 1 (S.D.Ind.1996); Saunders v. Rider, 805 F.Supp. 17, 18-19 (E.D.La.1992). Second, for diversity jurisdiction to attach, the amount in controversy must exceed the value of $75,000.00. 28 U.S.C. § 1332(a); see Larkin v. Brown, 41 F.3d 387, 389 (8th Cir.1994) (<HOLDING>). Assuming arguendo that plaintiffs case is Options: A. holding under former jurisdictional limit that diversity jurisdiction did not exist where plaintiff sought damages of exactly 5000000 B. holding that the crossappeal time limit is jurisdictional C. holding that because there was complete diversity when the action commenced diversity jurisdiction was not defeated by the addition of a nondiverse plaintiff which was not indispensable D. holding 30day limit to be mandatory and jurisdictional E. holding that a bankruptcy court could not use jurisdictional bootstraps to exercise jurisdiction that would not otherwise exist

assistant: The best answer is A. holding under former jurisdictional limit that diversity jurisdiction did not exist where plaintiff sought damages of exactly 5000000
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 judgments shall be entered chronologically in the civil docket.... These entries ... shall show ... the substance of each order or judgment of the court....” We have held that a judgment does not satisfy Rule 58 if “the inclusion of legal reasoning and authority” reaches the point of making “an order into a combined decision and order.” Diamond, 770 F.2d at 230 n. 10. We have also held, however, that a “single document that disposes of all remaining claims can satisfy Rule 58 so long as it is sufficiently terse.” Kidd v. District of Columbia, 206 F.3d 35, 37 (D.C.Cir.2000). There is no doubt that if the twelve pages issued by the district court in this case were regarded as one document, that document would not satisfy the requirements of Rule 58. See Haynes, 158 F.3d at 1331 (<HOLDING>). There is also no doubt that if the twelfth Options: A. holding that in connection with a motion to dismiss the court may consider a document not attached to the pleadings where the plaintiffs claim depends on the contents of a document the defendant attaches the document to its motion to dismiss and the parties do not dispute the authenticity of the document even though the plaintiff does not explicitly allege the contents of that document in the complaint B. holding that a threepage memorandum opinion order containing the district courts reasoning and case citations failed to comply with the separate document requirement C. holding the separate document rule violated when the alleged judgment was included with the memorandum and order of the court D. holding that an order dismissing the case did not satisfy rule 58s separate document requirement because the order was never entered as a separate document E. recognizing that incorporated document containing arbitration clause is not necessarily required to be attached to the contract

assistant: The best answer is B. holding that a threepage memorandum opinion order containing the district courts reasoning and case citations failed to comply with the separate document requirement
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: no report of any property crime, personal crime, or any weapons. The officer agreed that there was “nothing in Dispatch ... to imply that this may be a dangerous situation.” Id. Here, as in Hughes, there was no disturbance call or suspicious activity reported. The similarities end there, however. Before being ordered to stop, Mr. Charles raced up a flight of stairs. He then ran into an officer, and attempted to break the officer’s hold, pulling him down several steps at the same time. It is also a relevant consideration, though not necessarily dispositive, that the officers, upon arrival, encountered Mr. Charles along with several others at the apartment building, late at night, and in' a high-crime area. See Adams v. Williams, 407 U.S. 143, 147-48, 92 S.Ct. 1921, 32 L.Ed.2d 612 (1972) (<HOLDING>). Although Mr. Charles’s response to his Options: A. holding that ones presence in a high crime area late at night without more will not justify an investigatory stop B. holding that the fact that an investigatory stop took place in a high crime area is pertinent to a terry analysis C. holding that circumstances created reasonable suspicion for investigatory stop D. holding that the forceable stop at issue was an investigatory stop rather than an arrest E. holding that in a high crime area unprovoked headlong flight from police can form the basis for reasonable suspicion under terry

assistant: The best answer is B. holding that the fact that an investigatory stop took place in a high crime area is pertinent to a terry analysis