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: On the date hereof, the only Subsidiaries of Borrower or any Guarantor are set forth on Schedule 4.01(a) annexed hereto. All of the Equity Interests of such Subsidiaries shown as owned by Borrower or any Guarantor on Schedule 4.01(a) are owned by Borrower or such Guarantor, free and clear of any mortgage, pledge, lien or encumbrance. Except as set forth on Schedule 4.01(a), there are not outstanding any warrants, options, contracts or commitments of any kind entitling any Person to purchase or otherwise acquire any securities or other Equity Interests of any Subsidiary, nor are there outstanding any instruments which are convertible into or exchangeable for any securities or other Equity Interests of any Subsidiary. The list of Subsidiaries as of the given date is subject to supplementation and modification from time to time as set forth in and as required by Section 5.01(m)(iii).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fraud or negligent misrepresentation regarding those same requirements. Correctly applied to this case, the gist of the action doctrine prevents such a paradox from occurring. Finally, the District Court dismissed the Bishop’s good faith claim because the court concluded that under Pennsylvania law “the implied covenant of good faith ... cannot modify or override express contractual terms.” We agree with this conclusion. See Witmer v. Exxon Corp., 434 A.2d 1222, 1226-27 (Pa.1981). To the extent that the Bishops are arguing that an implied covenant of good faith overrides contractual terms, such an override has not been recognized by the Pennsylvania courts except in the context of franchise terminations. See Atlantic Richfield Co. v. Razumic, 480 Pa. 366, 390 A.2d 736, 742 (1978) (<HOLDING>). Moreover, the unconscionable actions that Options: A. holding state law claim premised on implied duty of good faith was preempted by the pmpa because it concerned the termination of a petroleum franchise B. holding that the duty of good faith and commercial reasonableness is used to define the franchisors power to terminate the franchise only when it is not explicitly described in the parties written agreements C. holding that the duty of good faith and fair dealing is a contractual duty D. holding that franchisors have a duty to act in good faith and with commercial reasonableness when terminating franchise agreements E. holding that under michigan franchise investment law franchisees failure to comply with lawful provisions in franchise agreements by failing to pay royalties and advertising fees and failing to file monthly sales reports constituted good cause for franchisors termination of agreements where franchisor gave notice of termination in writing and franchisees made no effort to cure

assistant: The best answer is D. holding that franchisors have a duty to act in good faith and with commercial reasonableness when terminating franchise 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 case excerpt and choose the best holding from the options. Case excerpt: delay, or defraud creditors. F/R further asserted that the Levin Parties were equitably estopped from asserting section 726.110(1) as a bar to its claim because of the alleged false testimony regarding the reasons for the assignment and the delay in producing accounting documents. In a written order, denying the Levin Parties’ motion for involuntary dismissal, the trial court agreed with F/R that the one-year savings clause in section 726.110(1) was not triggered until F/R discovered or should have discovered the fraudulent nature of the assignments. It did not reach F/R’s alternative argument that the Levin Parties were equitably es-topped from asserting d 1186 (1997) (en banc) (same), with In re Hill, No. 3:03-cv-1034-J-32, 2004 WL 5694988, at *3 (M.D.Fla. Nov. 4, 2004) (Hill I) (<HOLDING>), and Treinish v. Spitaleri, No. 05-94988, 2006 Options: A. holding that the oneyear period begins to run when the mandate of the court of appeals issues B. holding that oneyear period commences on date of discovery of the fraudulent nature of the transfer C. holding that the limitations period in section 1640e runs from the date of consummation of the transaction D. holding that oneyear period runs from the discovery of the transfer E. holding 727d1 complaint was untimely and noting the one year period for filing runs from discharge rather than discovery of the fraud but not addressing expressly equitable tolling

assistant: The best answer is D. holding that oneyear period runs from the discovery of the transfer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Seller will promptly, and in any event within 10 days after service of process on any of the following, give to the Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting the Seller, the Servicer, the Guarantor or any of their Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Repurchase Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $10,000,000, (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect, or (iii) requires filing with the Securities and Exchange Commission in accordance with the 1934 Act and any rules thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lessee shall indemnify, defend and hold Lessor harmless against and from any and all claims, liabilities, demands, actions, losses, damages, orders, judgments, penalties, fines and any and all costs and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation) incurred as a result of, in connection with or arising, directly or indirectly, from Lessee’s occupation and/or use of the Leased Premises, including, without limitation, injury to any person or damage to any property occurring in, on or about the Leased Premises; provided, however, that Lessee shall not be liable to indemnify Lessor with respect to any of the foregoing arising out of the negligence gross negligence or intentional misconduct of Lessor or any of its contractors, agents, employees, officers, partners or other Lessees or their invitees.

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 case excerpt and choose the best holding from the options. Case excerpt: Co. v. Estate of Lamanna, 181 N.J.Super. 149, 155-56, 436 A.2d 965 (Law Div.1981) (“New Jersey courts have long recognized foreign judgments by confession and have held that they are entitled to full faith and credit.... No public policy [in New Jersey] denies recognition to a foreign judgment by confession”). Rather, the law is clear: “Entry of judgment based upon a warrant to confess judgment does not ... necessarily offend due process, as long as the due process requirements of reasonable notice and opportunity to be heard are knowingly and voluntarily waived.” Tara Enters., supra, 369 N.J.Super. at 56, 848 A.2d 27 (citing Lamanna, supra, 181 N.J.Super. at 156, 436 A.2d 965). See also D.H. Overmyer Co. v. Frick Co., 405 U.S. 174, 187, 92 S.Ct. 775, 783, 31 L.Ed.2d 124, 135 (1972) (<HOLDING>). Maryland Court Rule 2-611 governs confessed Options: A. holding confessed judgments are not per se violative of the fourteenth amendment due process protections as reasonable notice and opportunity to be heard could be waived B. holding that procedural due process requires adequate notice and a meaningful opportunity to be heard C. holding that a predeprivation opportunity to be heard satisfies the due process clause D. holding basic elements of due process are notice and a right to be heard E. recognizing that the essential requisites of procedural due process are notice and meaningful opportunity to be heard

assistant: The best answer is A. holding confessed judgments are not per se violative of the fourteenth amendment due process protections as reasonable notice and opportunity to be heard could be waived
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 existing knowledge in the particular field, the extent and content of the prior art, the maturity of the science or technology, [and] the predictability of the aspect at issue.” Id. at 1359. The law must be applied to each invention at the time it enters the patent process, for each patented advance has a novel relationship with the state of the art from which it emerges. Thus, we do not try here to predict and adjudicate all the factual scenarios to which the written description requirement could be applied. Nor do we set out any bright-line rules governing, for example, the number of species that must be disclosed to describe a genus claim, as this number necessarily changes with each invention, and it changes with progress in a field. Compare Eli Lilly, 119 F.3d at 1567 (<HOLDING>), with In re Wallach, 378 F.3d 1330, 1334 Options: A. holding that letter stating an annual salary did not embody the terms of any agreement between the parties as it did not specify a beginning date duration of time and did not require acceptance signatures B. holding an amino acid sequence did not describe the dna sequence encoding it C. holding that it may not D. holding that it is not E. holding that the trial court did not err when it refused to find an implied easement by necessity because the plaintiff did not demonstrate necessity

assistant: The best answer is B. holding an amino acid sequence did not describe the dna sequence encoding it
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: 771 P.2d at 387-88. Much of defendant’s cited case law, offered to prove that the court must find ability to pay, concerns the constitutionality of similar recoupment schemes. Paramount in this line of cases is Fuller v. Oregon, 417 U.S. 40 (1974), in which the United States Supreme Court examined whether Oregon’s statutory scheme authorizing recoupment from indigent defendants of the costs of their defense impermissibly infringed upon the right to counsel. The statute in Fuller was upheld because it was “tailored to impose an obligation only upon those with a foreseeable ability to meet it, and to enforce that obligation only against those who actually become able to meet it without hardship.” Id. at 54. See also State v. Morgan, 173 Vt. 533, 535, 789 A.2d 928, 931 (2001) (mem.) (<HOLDING>). ¶ 13. The cases upon which defendant relies Options: A. holding that under fuller sixth amendment requires trial court to make finding that defendant has or will have ability to pay reimbursement amount within statutory time period before imposing payment obligation B. holding that it is plain error for a trial court to require a defendant to pay courtappointed attorney fees in the absence of legally sufficient evidence that defendant has the ability to pay the amount imposed C. holding that a criminal defendant has a sixth amendment right to counsel at trial D. holding that under the sixth amendment to the united states constitution before imposing an obligation to reimburse the state the court must make a finding that the defendant is or will be able to pay the reimbursement amount ordered E. holding that court not required to find ability to pay before imposing criminal fine

assistant: The best answer is A. holding that under fuller sixth amendment requires trial court to make finding that defendant has or will have ability to pay reimbursement amount within statutory time period before imposing payment obligation
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: did not, assert before the district court. See B & T Masonry Constr. Co. v. Pub. Serv. Mut. Ins. Co., 382 F.3d 36, 40 (1st Cir.2004) (explaining that legal theories not squarely raised below are not preserved for appeal). In all events, the plaintiffs equitable claims have too little substance. The plaintiff concedes the existence of a valid express contract between the parties-and the existence of such a contract bars the application of the equitable doctrines that he belatedly invokes. See Boswell v. Zephyr Lines, Inc., 414 Mass. 241, 606 N.E.2d 1336, 1342 (1993) (explaining that where a valid contract exists, “the law need not create a quantum meruit right to receive compensation for services rendered”); Zarum v. Brass Mill Materials Corp., 334 Mass. 81, 134 N.E.2d 141, 143 (1956) (<HOLDING>); id. (noting that an express contract leaves Options: A. holding that if the contract can be given a definite and certain meaning or interpretation the contract is not ambiguous and will be construed by the court as a matter of law B. holding that plaintiffs express contract with the surety company precludes an implied contract with defendant C. holding that an implied contract may not be found if there is an express contract between the same parties on the same subject matter quoting 42 cjs implied and constructive contracts 34 p 33 D. holding that quasicontractual relief is unavailable where an express contract covers the subject matter E. holding that the law will not imply a contract where there is an existing express contract covering the same subject matter

assistant: The best answer is E. holding that the law will not imply a contract where there is an existing express contract covering the same subject matter
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: Defendants’ Motion does not address Plaintiffs claim arising from the right to travel, see Complaint ¶ 31, and therefore the Court will deny Defendants’ Motion on that ground alone. However, it bears mentioning that while the right to interstate travel is well established, see, e.g., Saenz v. Roe, 526 U.S. 489, 119 S.Ct. 1518, 143 L.Ed.2d 689 (1999), the same is not trae of the right to intrastate travel, which is at issue here. See Hutchins v. District of Columbia, 188 F.3d 531, 537-38 (D.C.Cir.1999) (noting split in the circuits on issue of right to intrastate travel). Without expressing any opinion as to Plaintiffs constitutional claim, the Court notes that the Third Circuit has recognized a constitutional right to intrastate travel. See Lutz v. City of York, 899 F.2d 255 (1990) (<HOLDING>). The merits of Plaintiffs surviving claims are Options: A. holding that while there is not a constitutionally protected right of intrastate travel under equal protection there is a constitutionally protected right to intrastate travel arising from the due process clause B. recognizing 1983 substantive due process claim C. holding right to travel emanates from concept of substantive due process D. holding that when a prisoners deliberate indifference claim is covered by the eighth amendment the substantive due process claims are duplicative and thus the substantive due process claims should be dismissed E. holding that there is no substantive due process right under the fourteenth amendment to be free from malicious prosecution

assistant: The best answer is C. holding right to travel emanates from concept of substantive due process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: whether a right is clearly established, we may rely upon cases of controlling authority in the jurisdiction in question, or a ‘consensus of cases of persuasive authority such that a reasonable officer could not have believed that his actions were lawful.’ ” Rogers v. Pendleton, 249 F.3d 279, 287 (4th Cir.2001) (quoting Wilson v. Layne, 526 U.S. 603, 617, 119 S.Ct. 1692, 143 L.Ed.2d 818 (1999)). While there is no Supreme Court or Fourth Circuit case directly on point, each of the three circuits to have considered whether an individual has a constitutional right to be free from the unreasonable destruction of his or her dog has found that right to be clearly established. See Brown v. Muhlenberg Township, 269 F.3d 205, 211 (3rd Cir.2001); Lesher v. Reed, 12 F.3d 148, 151 (8th Cir.1994) (<HOLDING>); Fuller v. Vines (Fuller I), 36 F.3d 65, 68 Options: A. holding that a search of the plaintiffs residence was reasonable within the meaning of the fourth amendment where an informant provided information to the beloit police department that there were or might be guns in the plaintiffs apartment B. holding that a dog sniff outside the defendants door in his apartment building was not a search within the meaning of the fourth amendment so long as the police were lawfully present in the hallway when the search occurred C. holding that a police department is not a person within the meaning of section 1983 D. holding that a dog that was destroyed by the police department was obviously seized within the meaning of the fourth amendment E. holding that where an individual voluntarily goes to the police station to discuss the commission of a crime that person has not been seized within the meaning of the fourth amendment

assistant: The best answer is D. holding that a dog that was destroyed by the police department was obviously seized within the meaning of the fourth amendment
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: Tenant shall pay all costs of purchase (no part of which shall be paid from the Tenant Allowance), design, installation, operation, utilization, replacement, maintenance and removal (including any damage to the Building) of the Generator and the Tank.

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 case excerpt and choose the best holding from the options. Case excerpt: by a criminal defendant only after conviction. See Workman v. State, 170 Tex.Crim. 621, 622, 343 S.W.2d 446, 447 (1961). There are narrow exceptions to the rule requiring conviction before a criminal defendant may appeal. Wright v. State, 969 S.W.2d 588, 589 (Tex. App. — Dallas 1998, no pet.); McKown v. State, 915 S.W.2d 160, 161 (Tex.App.— Fort Worth 1996, no pet.) (per curiam). A defendant may appeal: (1) while on unad-judicated community supervision; (2) the denial of a motion to reduce bond; (3) the denial of a pretrial application for writ of habeas corpus alleging double jeopardy; and (4) the denial of habeas corpus relief in extradition cases. Wright, 969 S.W.2d at 589; McKown, 915 S.W.2d at 161. But see Ex parte Shumake, 953 S.W.2d 842, 846-47 (Tex.App. — Austin 1997, no pet.) (<HOLDING>). In this case, appellant is attempting to Options: A. holding that appeal from denial of rule 60b motion raised for review only the district courts order of denial and not the underlying judgment itself B. holding that the real id act gave us jurisdiction to review a criminal aliens petition for review of an order of removal raising a question of law C. holding no jurisdiction to review order raising amount of bail and questioning jurisdiction to review denial of motion to reduce bond D. holding that we lack jurisdiction to review a denial of adjustment of status as a discretionary matter E. holding that we do not have jurisdiction to consider the underlying final order upon petition for review of a motion to reopen where the petitioner did not earlier seek review of that underlying final order

assistant: The best answer is C. holding no jurisdiction to review order raising amount of bail and questioning jurisdiction to review denial of motion to reduce bond
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: judge to find an entry was made. Considering the reasons given by the trial judge, we cannot say his finding was erroneous. For the above reasons, we reverse the ruling of the court of appeal and reinstate defendant’s conviction for aggravated burglary as well as the second-felony habitual offender adjudication and sentence on that count. DECREE REVERSED. JUDGMENT OF THE TRIAL COURT REINSTATED. KNOLL, J., dissents and assigns reasons. KIMBALL, C.J., dissents for reasons assigned by Justice KNOLL. 1 . Defendant also raised other assignments of error which are not at issue in the instant writ application. 2 . State v. Bryant, 46,744 (La.App. 2 Cir. 12/21/11), 80 So.3d 754. 3 . State v. Bryant, 12-0233 (La.5/18/12), 89 So.3d 1200. 4 . 443 U.S. 307, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979) (<HOLDING>) KNOLL, J., dissenting. hi respectfully dissent Options: A. holding that when conducting a legal sufficiency review the reviewing court should view the evidence in the light most favorable to the verdict to determine whether any rational trier of fact could have found the essential elements of the offense beyond a reasonable doubt B. holding that a verdict must be sustained against a sufficiency of the evidence challenge if any rational trier of fact could have found the essential elements of the charged crime beyond a reasonable doubt C. holding that on appeal a defendant no longer enjoys a presumption of innocence and that the relevant question is whether after viewing the evidence in the light most favorable to the prosecution any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt footnote and punctuation omitted D. holding that in evaluating sufficiency of the evidence in habeas corpus petitions we view the evidence in the light most favorable to the prosecution and determine whether any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt E. holding that a reviewing court must determine whether viewing the evidence in the light most favorable to the prosecution any rational trier of fact could have found proof beyond a reasonable doubt of each of the essential elements of the crime charged

assistant: The best answer is E. holding that a reviewing court must determine whether viewing the evidence in the light most favorable to the prosecution any rational trier of fact could have found proof beyond a reasonable doubt of each of the essential elements of the crime 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 case excerpt and choose the best holding from the options. Case excerpt: to have committed an error or oversight.”). We previously held that Poulin’s argument — “that the child-pornography guidelines do not approximate the goals of sentencing when applied to defendants convicted only of possession who have no history of contact offenses” — is a valid argument that a sentencing judge must address. United States v. Martin, 718 F.3d 684, 687-88 (7th Cir.2013). The judge was thus required to consider it, and then provide reasons explaining his acceptance or rejection of it. He did not do that here. Cf. United States v. Pape, 601 F.3d 743, 749 (7th Cir.2010). Additionally, this is not a situation where we can be confident the judge “implicitly” considered the argument in fashioning his sentence. See United States v. Poetz, 582 F.3d 835, 838-40 (7th Cir.2009) (<HOLDING>). The judge here explicitly stated that he did Options: A. holding argument not waived for failure to object where party previously raised argument and district court considered and rejected it B. holding that the record must reflect both that the district judge considered the defendants argument and that the judge explained the basis for rejecting it C. holding that there is no error when a district judge does not explicitly discuss an argument if it is apparent from the record that the judge fully understood the argument on the point and implicitly considered and rejected it in imposing a lenient belowguidelines term of imprisonment D. holding the prosecutors argument if it was there they can bring it to you was not an improper jury argument E. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court

assistant: The best answer is C. holding that there is no error when a district judge does not explicitly discuss an argument if it is apparent from the record that the judge fully understood the argument on the point and implicitly considered and rejected it in imposing a lenient belowguidelines term of imprisonment
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: service per formed by an attorney/parent who obtains special education benefits” under the IDEA. Def.’s Supp. Opp’n at 3. The plaintiffs acknowledge the general rule prohibiting pro se attorney-parents from recovering fees, but they contend that this rule only applies to biological parents of children and not to independent, emotionally detached counsel. Pis.’ Opp’n at 7. The plaintiffs argument is unpersuasive. The Supreme Court has denied attorney’s fees to a pro se attorney-parent to avoid ethical dilemmas “that may make it inappropriate for him to appear as witness” and to encourage retention “of an independent counsel[, insuring] that reason, rather than emotion, dictates the proper tactical response.” Kay v. Ehrler, 499 U.S. 432, 435, 437, 111 S.Ct. 1435, 113 L.Ed.2d 486 (1991) (<HOLDING>); accord. Woodside v. School Dist. of Options: A. holding that a case awarding fees under 42 usc 1988 has no application in a private claim for attorneys fees sounding in mississippi contract law B. holding that 42 usc 1988 authorizes the grant of attorneys fees for services on appeal though statute does not specifically so provide C. holding that a pro se litigant who is an attorney is not entitled to fees under 1988 D. holding that a contingentfee agreement should not act as a ceiling on the award of attorney fees under 42 usc 1988 E. holding that a pro se attorney is ineligible for attorneys fees under 42 usc 1988 despite handling his professional responsibilities in a competent manner

assistant: The best answer is E. holding that a pro se attorney is ineligible for attorneys fees under 42 usc 1988 despite handling his professional responsibilities in a competent manner
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 amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Secured Obligations secured by the Collateral. The indemnity obligations of the Parent Borrower contained in Section 10.04(b) shall continue in full force and effect notwithstanding the full payment of all of the other Secured Obligations, the termination of all Letters of Credit issued under the Credit Agreement and the payment of all other Secured Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

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: All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (i) if to the Transferor, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: doug.gwin@nissan-usa.com), Attention: Treasurer; (ii) if to the Indenture Trustee, at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (telecopier no. (312) 332-7493) (email: brian.kozack@usbank.com), Attention: Nissan Auto Lease Trust 2019-A; (iii) if to the Owner Trustee, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 636-4140) (email: DCostello@wilmingtontrust.com), Attention: Corporate Trust Administration; (iv) if to the Transferee, at One Nissan Way, Franklin, Tennessee, 37067 (e-mail: doug.gwin@nissan- usa.com), Attention: Treasurer; (v) if to Moody’s, to Moody’s Investors Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007 (telecopier no. (212) 553-7820) (email: ServicerReports@Moodys.com), Attention: ABS Monitoring Department; (vi) if to S&P, to S&P Global Ratings, 55 Water Street, New York, New York, 10041 (email: servicer_reports@spglobal.com); or (vii) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided , however , any demand, notice or communication to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

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: Borrower shall, and shall cause each WWP Amenities Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and all rights, licenses, permits, franchises and all applicable governmental authorizations necessary for the operation of the Property and the Worldwide Plaza Amenities, as applicable, and comply in all material respects with all Legal Requirements applicable to it, the Property and the Worldwide Plaza Amenities, as applicable.

assistant: Existence
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: appeals entirely failed to address this question. On rehearing, however, the court of appeals held that there was no waiver, and the State does not contest that holding in this Court. 5 . Hubert v. State, 286 S.W.3d 484, 490-91 (Tex.App.-Corpus Christi 2009) (op. on reh'g). 6 . Id. at 491. 7 . State's Petition for Discretionary Review, at 3. 8 . Tex.R.App. P. 66.3(b). The appellant has claimed that the search of his bedroom violated his rights under the United States Constitution, the Texas Constitution, and the Tex as Code of Criminal Procedure. Although the ap th Cir. 1997) (determining that the question of whether facts supported a finding of authority for Fourth Amendment purposes is “an inherently legal one”). See also United States v. James, 353 F.3d 606, 613, 615 (8th Cir.2003) (<HOLDING>); United States v. Stewart, 93 F.3d 189, 192 Options: A. holding that whether consent was valid under the fourth amendment is a question of law to be reviewed de novo B. holding that the threshold question of whether to adopt a doctrine is reviewed de novo C. holding that antitrust standing is question of law reviewed de novo D. holding that the determination of whether there was joint access and control for actual authority is a fact question reviewed under the plainerror standard but a determination of whether the government reasonably relied on a third partys consent is a question of law to be reviewed de novo E. holding question of law applied to undisputed facts reviewed de novo

assistant: The best answer is D. holding that the determination of whether there was joint access and control for actual authority is a fact question reviewed under the plainerror standard but a determination of whether the government reasonably relied on a third partys consent is a question of law to be reviewed de novo
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 amended by the Committee; provided, however, that no amendment may decrease rights inherent in this Award prior to such amendment without the express written consent of the parties hereto. Notwithstanding the provisions of this Section 21, this Agreement may be amended by the Committee to the extent necessary to comply with applicable laws and regulations and to conform the provisions of this Agreement to any changes thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: SPD at issue in this case, including calling one or both of the federal offices listed in the SPD, would not have been aware of the one-year limitations period set forth in the Plan, and instead presumably would have relied on the general principles of law applicable to ERISA claims. Under those principles, an action seeking benefits under ERISA must comply with the “most analogous” state statute of limitations. Held v. Manufacturers Hanover Leasing Corp., 912 F.2d 1197 (10th Cir. 1990). In this case, which was brought in Utah, the most analogous state statute of limitations is Utah's three-year statute of limitations applicable to written policies or contracts of first party insurance, Utah Code Ann. § 31A-21-313(1). Lang v. Aetna Life Ins. Co., 196 F.3d 1102, 1104 (10th Cir. 1999) (<HOLDING>). Thus, absent the one-year limitations period Options: A. holding that the statute of limitations for 1983 claims is the most closely analogous state limitations period for general personal injury claims B. holding that the most analogous claim for relief under new york law is a claim for employment discrimination C. holding that the virginia disabilities act constitutes the most analogous state statute of limitations for claims brought under the ada D. holding that this statute was the most analogous state statute for purposes of erisa action filed in utah E. holding that statute of limitations governing the most closely analogous state substantive claim controls rather than the forum states borrowing statute

assistant: The best answer is D. holding that this statute was the most analogous state statute for purposes of erisa action filed in utah
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: Seller and Buyer each covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with consummating the transactions described herein. The provisions of this Section 12.2 shall survive Closing.

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: Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Term Loans, as the case may be; and (iii) it will make or invest in its Term Loans for its own account in the ordinary course of its business and without a view to distribution of such Term Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Term Loans or any interests therein shall at all times remain within its exclusive control).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Civ. 1:00CV00395, 2000 WL 1456292, *2 (M.D.N.C. Sept.6, 2000) ("[RJegardless of whether an unserved resident defendant may be ignored in determining removability under 28 U.S.C. § 1441(b), the citizenship of all named defendants, whether served with process or not, must be considered in determining whether complete diversity exists,”); In re Norplant Contraceptive Products Liability Litigation, 889 F.Supp. 271, 274 (E.D.Tex.1995) ("Section 1441(b) ... did not change the removal requirement set forth in [Pullman Co. v. Jenkins, 305 U.S. 534, 59 S.Ct. 347, 83 L.Ed. 334 (1939)] that a court, in determining the propriety of removal based on diversity of citizenship, must consider all named defendants regardless of service.”); Thigpen v. Cheminova, Inc., 992 F.Supp. 864, 871 (S.D.Miss.1997) (<HOLDING>). 2 . The court in Workman v. National Supaflu Options: A. recognizing that it is well settled law that an action is commenced by the service of a summons and without valid service of process the trial court has no jurisdiction to act B. holding that a notice that misled claimants by equating a new application with an appeal of the initial determination violated due process C. recognizing that service of process irrelevant in the initial determination of diversity D. holding that fedrcivp 4d1 governs the method of service of process in a diversity action E. holding that in a diversity action a federal court must apply the law of the forum state

assistant: The best answer is C. recognizing that service of process irrelevant in the initial determination of diversity
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: under like circumstances, (4) the relative merits of the parties’ positions, and (5) whether the action conferred a common benefit on a group of pension plan participants.” Id. at 871. In this case, it is clear that the fourth factor, “the relative merits of the parties’ positions,” does not favor an award of attorney’s fees to the plaintiffs. The Court has found that both plaintiffs’ positions are entirely meritless. Likewise, the first and third factors are not satisfied because the defendants have not been found to have exhibited any “culpability and bad faith” at all, and accordingly there is no improper action to deter. The fifth factor is not met because plaintiffs’ suit did not have “the effect of conferring a common benefit” on any group of plan participants. Id. at 872 (<HOLDING>). Given that the Chambless factors tilt so Options: A. holding that the statement ill take the fifth was an assertion of the fifth amendment privilege B. holding that effect of suit rather than the purpose for which it was brought is controlling for purposes of the fifth factor C. holding that a charge for the use of a public wharf was a user fee rather than a tax for constitutional purposes D. holding with respect to another part of the plra that the court must determine the prisoners status on the date the suit or appeal is brought rather than at some other time E. holding that despite the parties failure to address a controlling statute wle consider the statutes effect on this case sua sponte because it is controlling and it would be contrary to public policy to decline to do so

assistant: The best answer is B. holding that effect of suit rather than the purpose for which it was brought is controlling for purposes of the fifth factor
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 pay to the Executive for the performance of his duties under this Agreement an initial base salary of $ 350,000 U.S. dollars per year (the “ Base Salary ”), payable in accordance with the Company’s normal payroll practices. Thereafter, the rate of the Executive’s Base Salary will be reviewed and adjusted as appropriate in accordance with the Company’s regular compensation review practices. Effective as of the date of any such increase, the Base Salary so increased shall be considered the new Base Salary for all purposes of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The authorized capital stock of the Company consists of 125,000,000 shares of common stock and 5,000,000 shares of undesignated Preferred Stock. As of the Effective Date, there are no shares of Preferred Stock issued and outstanding and there are 35,510,234 shares of Common Stock issued and outstanding. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of the Effective Date, there are 4,243,190 shares of Common Stock reserved for issuance pursuant to options outstanding on such date pursuant to the Company’s 2015 Equity Incentive Plan, 2014 Equity Incentive Plan and the Assumed 2007 and 2010 Ikaria Plans (as well as any automatic increases in the number of shares of the Company’s common stock reserved for future issuance under these plans) and 17,268,558 shares of Common Stock reserved for issuance pursuant to existing warrants to purchase shares of Common Stock. The issuance of Common Stock or other securities pursuant to any provision of this Agreement or the Warrants will not give rise to any preemptive rights or other similar rights. There are no voting agreements or other similar arrangements with respect to the Common Stock to which the Company is a party.

assistant: Capitalization
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 purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

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: to another.” Id. In either case, it was a protestable action. The court is certainly aware that this is an unusual case finding jurisdiction in the context of a payment pursuant to § 1592. However, it is important to recognize that this case did not occur in a vacuum. The nature of how importers and Customs interact has not remained static in the last two decades since the Carlingswitch cases. The modernization of Customs procedures and laws has changed traditional understandings of how to treat entries and file documents. For two centuries the standard liquidation and protest method characterized Customs practice. Under that system goods were evaluated by a Customs officer prior to release into the stream of commerce. See, e.g., United States v. G. Falk & Bro., 204 U.S. 143 (1907) (<HOLDING>). In the last twenty years, Customs has moved Options: A. holding that imposition occurs at time of entry of judgment B. holding duty on imports withdrawn from bonded warehouses must be assessed on the basis of weight at the time of original entry not as previously provided for at time of withdrawal C. holding state of the law must be determined at time of challenged action D. holding that where the law is unsettled at the time of trial but settled by the time of appeal the plainness of the error should be judged by the law at the time of appeal E. holding that the court of appeals in applying state law on appeal of a diversity action must apply law of the state as it existed at the time of its decision rather than as it stood at the time the case was decided in district court

assistant: The best answer is B. holding duty on imports withdrawn from bonded warehouses must be assessed on the basis of weight at the time of original entry not as previously provided for at time of withdrawal