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: MURGUIA, District Judge. Pending before this Court is Defendant United States of America’s Motion in Limine (Dkt.# 27) to permit it to contact (<HOLDING>), aff'd 982 F.2d 1255 (8th Cir.1993). Plaintiff Options: A. holding that arkansas privilege law and public policy considerations prohibit ex parte interviews B. holding that existence of a detailed remedial scheme shows congressional intent to prohibit recourse to the ex parte young fiction C. holding that federal common law allows ex parte interviews as discovery tool and controls even when state law supplies the rule of decision D. holding that minnesota law prohibiting ex parte interviews was not integral to its privilege law but was merely procedural rule and therefore not controlling in diversity action and the federal rules allow ex parte interviews as method of informal discovery E. holding that preservation of the integrity of maine privilege law limits defendant to formal mechanisms of discovery provided by federal rules which do not allow ex parte interviews absent consent

assistant: The best answer is A. holding that arkansas privilege law and public policy considerations prohibit ex parte interviews
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 outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be one and twenty-five hundredths percent (1.25%) above Daily One Month LIBOR in effect from time to time. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.

assistant: Interests
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: Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or otherwise unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

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: IF NOTWITHSTANDING THE AGREEMENT THAT ALL DISPUTES BE SUBMITTED TO BINDING ARBITRATION, A DISPUTE IS SUBMITTED TO A COURT, EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A TRIAL BY THE COURT.

assistant: Waiver Of Jury Trials
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 PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

assistant: Waiver Of Jury Trials
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 the items on Schedule 3.7, the operation of each of the Company’s and each of its Subsidiaries’ business is and shall continue to be in compliance in all material respects with all applicable federal, state and local laws, rules and ordinances, including to all laws, rules, regulations and orders relating to taxes, payment and withholding of payroll taxes, employer and employee contributions and similar items, securities, employee retirement and welfare benefits, employee health and safety and environmental matters.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the several States, we permit States to tax a corporation on an apportionable share of the multistate business carried on in part in the taxing State. That is the unitary business principle. [Id. at 778, 112 S.Ct. at 2258, 119 L.Ed.2d at 546 (citation omitted).] See also Wisconsin v. J.C. Penney Co., 311 U.S. 435, 444, 61 S.Ct. 246, 249-50, 85 L.Ed. 267, 270 (1940) (“A state is free to pursue its own fiscal policies, unembarrassed by the Constitution, if by the practical operation of a tax the state has exerted its power in relation to opportunities which it has given, to protection which it has afforded, to benefits which it has conferred by the fact of being an orderly, civilized society”); Holmes Co. v. McNamara, 486 U.S. 24, 32, 108 S.Ct. 1619, 1624, 100 L.Ed.2d 21, 28 (1988) (<HOLDING>). The Director asserts that a corporation with Options: A. holding in a use tax context that the complete auto requirement that a tax be fairly related to the services provided by the state complete auto transit inc v brady supra 430 us at 279 97 sct at 1079 51 led2d at 331 is satisfied by a states providing fire and police protection running mass transit maintaining public roads and supplying a number of other civic services B. holding tax must be fairly related to services provided by state including police and fire protection and benefit of trained work force C. holding that a states interest in the integrity of its property tax system lies at the core of the states sovereignty it is impossible to imagine that a state government could continue to exist without the power to tax D. holding that a vehicle owned by a host family for a school overnight event fell under the any auto designation in the school districts auto policy E. holding that a corporation that purchased certain technology and support services through a services and licensing agreement was not protected by the njcfa because the technology and services were not 1 available to the public in large quantities or mass produced and 2 had no similarity to the comprehensive definitions of goods and services promulgated by the nj division of consumer affairs under the njcfa

assistant: The best answer is A. holding in a use tax context that the complete auto requirement that a tax be fairly related to the services provided by the state complete auto transit inc v brady supra 430 us at 279 97 sct at 1079 51 led2d at 331 is satisfied by a states providing fire and police protection running mass transit maintaining public roads and supplying a number of other civic services
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: CURIAM. AFFIRMED. Waters v. State, 174 So.3d 434 (Fla. 1st DCA 2015) (citing to Armstrong v. State, 579 So.2d 734, 735 (Fla. 1991) (<HOLDING>)). LEWIS and OSTERHAUS, JJ., concur. WOLF, J., Options: A. holding that fundamental error can be waived when defense counsel requests an erroneous jury instruction B. holding erroneous jury instruction on manslaughter by intentional act not fundamental error where trial court also instructed jury on manslaughter by culpable negligence C. holding that a party waived an allegation that an instruction was erroneous where the party failed to object at trial to the instruction on those grounds D. holding that issue of inadequate jury instruction was waived because the instruction given was the one expressly requested by defense counsel E. holding that the giving of an erroneous reasonable doubt instruction can never be harmless error

assistant: The best answer is A. holding that fundamental error can be waived when defense counsel requests an erroneous jury instruction
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: case law interpreting that section. Section § 16(b) defines as a crime of violence “any ... offense that is a felony and that, by its nature, involves a substantial risk that physical force against the person or property of another may be used in the course of committing the offense.” 18 U.S.C. § 16(b) (emphasis added). Positing a hypothetical manner in which the unlawful imprisonment of a competent adult could be accomplished by deception and without the use of force thus does not necessarily exclude the unlawful imprisonment statute from the scope of § 16 — our inquiry under § 16(b) is broader and more flexible, and involves asking whether the crime is one that by its nature involves a substantial risk that force may be used. Cf. Sutherland v. Reno, 228 F.3d 171, 175-76 (2d Cir.2000) (<HOLDING>). We hold that in any case in which a competent Options: A. holding that because the crime of rape involved a nonconsensual act there was a substantial risk that physical force may be used in committing the offense B. holding that the term indecent act required no further definition C. holding that a petitioners conviction for indecent assault and battery under massachusetts law constituted a crime of violence because any offense under the state statute was by definition nonconsensual and thus any violation of the statute by its nature presents a substantial risk that force may be used to overcome the victims lack of consent and accomplish the indecent touching D. holding that the offense of sexual battery requires the state prove the victims lack of consent regardless of the victims age and charge the jury on the same E. holding that the state felony offense of taking indecent liberties with a child categorically constituted a crime of violence for purposes of the career offender sentencing guidelines

assistant: The best answer is C. holding that a petitioners conviction for indecent assault and battery under massachusetts law constituted a crime of violence because any offense under the state statute was by definition nonconsensual and thus any violation of the statute by its nature presents a substantial risk that force may be used to overcome the victims lack of consent and accomplish the indecent touching
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of defendants-opening the doors for some of them to enjoy relief from a facially unconstitutional statute and closing the doors for others-raises concerns of due process, due course of law, equal protection, and equal access to courts. See U.S. Const. amends. V, XIV; Tex. Const. art. 1, § 19; Rinaldi v. Yeager, 384 U.S. 305, 310, 86 S.Ct. 1497, 1500, 16 L.Ed.2d 577 (1966) (“This Court has never held that the States are required to establish avenues of appellate review, but it is now fundamental that, once established, these avenues must be kept free of unreasoned distinctions that can only impede open and equal access to the courts.”); Vaughn v. State, 931 S.W.2d 564, 567 (Tex. Crim. App. 1996) (“The only right that the federal constitution confers to criminal de m. App. 2015) (<HOLDING>); Ex parte Thompson, 442 S.W.3d 325, 350 (Tex. Options: A. holding texas flagdesecration statute facially unconstitutional B. holding that declaring statute facially unconstitutional deprives trial court of subjectmatter jurisdiction C. holding texas poll tax unconstitutional D. holding that person challenging statute as facially vague must show that the challenged law is unconstitutional in every possible application E. holding section 61132b2c facially unconstitutional

assistant: The best answer is A. holding texas flagdesecration statute facially unconstitutional
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 for in any employment agreement between the Participant and the Company or an Affiliate, in the event a Change in Control occurs prior to the Performance Period End Date, so long as the Participant has remained continuously employed by, or has continuously provided services to, the Company or an Affiliate, as applicable, from the Date of Grant through the Control Change Date, then the PSUs will be deemed to be Earned PSUs to the extent that the Performance Goal has been achieved as of the Control Change Date assuming that the Performance Period ended on the Control Change Date, and shall be eligible for settlement in accordance with Section 5 except that settlement shall occur within 60 days following the Control Change Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders Parties to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

assistant: Powers
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 Guaranty may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or other electronic image scan transmission (e.g., a “pdf” or “tif” via email) shall be as effective as delivery of a manually executed counterpart of this Guaranty.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Participant will be solely responsible for any federal, state or other taxes imposed in connection with the granting of an Award or the delivery of shares of Stock pursuant thereto, and the Participant authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection therewith. Upon recognition of income by a Participant with respect to an Award, the Company shall withhold taxes pursuant to the terms of the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CURIAM. Joseph Bryan Flynn appeals the trial court’s final order adopting the general magistrate’s Report and Recommendation dismissing Flynn’s petition seeking to establish paternity,- time-sharing, and other related relief. Because the minor child was born to the intact marriage of Amber and Christopher McCraney, we affirm the final order in all respects. See Slowinski v. Sweeney, 64 So.3d 128, 128-29 (Fla. 1st DCA 2011) (<HOLDING>); see also Sirdevan v. Strand, 120 So.3d 1280 Options: A. holding that a child born to an intact marriage cannot be the subject of a paternity proceeding brought by a biological father and determining it was fundamental error for the trial court to grant relief pursuant to a nonexistent cause of action B. recognizing the concept of dual paternity in which a child born into a marriage with a nonbiological father retains a legal parentchild relationship based on presumptive fatherhood for purposes of legitimacy and inheritance while becoming the child of a newlyestablished biological father for purposes of child support C. holding that the biological father was not entitled to notice of adoption proceeding where he failed to properly legitimate his child D. holding that a child was not barred by a former statute of limitations applicable to actions to establish the existence of a father and child relationship when the current action was to establish the nonexistence of a father and child relationship and the presumed father no longer persisted in maintaining paternity E. holding that alleged biological father who sought to establish paternity waived constitutional error though it was undisputed that father had received no notice or hearing on prior paternity adjudication that created bar

assistant: The best answer is A. holding that a child born to an intact marriage cannot be the subject of a paternity proceeding brought by a biological father and determining it was fundamental error for the trial court to grant relief pursuant to a nonexistent cause of action
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: resources were used to secure the contract, the contract was an asset of the partnership and the two partners were required to account to the third for his interest. Id. at 300. Based on a review of these cases and applicable statutes, we conclude that contingency fees realized post-dissolution are assets of the partnership. The contingency fees cases that were brought into E & H during the partnership were obtained with partnership resources. Therefore, they were partnership assets. It does not matter whether the contingency fees were realized at the time of dissolution, because the partnership business had yet to wind up. During that winding up, the partners continued to owe one another a fiduciary duty. Other jurisdictions have 012 WL 503655, at *7 (Colo. Ct.App. Feb. 16, 2012) (<HOLDING>); Frates v. Nichols, 167 So.2d 77, 82 Options: A. holding that the mediators law firm was disqualified from representing one of the parties from the mediation B. holding that letters from insureds attorney to accounting firm not privileged under the law of the state with the most significant relationship to the communication and compelling production C. holding that even assuming that the court recognized the allegaert exception that it would not apply where a firm that previously represented a corporation then represented a former director and officer of the corporation against the corporation because the duty of loyalty that the firm owes the corporation would go unprotected where the firm switches sides against its former client D. holding an attorney who carries on representation of an existing case after a law firm dissolves does so on the firms behalf and any income derived from the case belongs to the dissolved firm E. holding an appellate decision becomes the law of the case and is controlling on both the trial court and on any further appeals in the same case

assistant: The best answer is D. holding an attorney who carries on representation of an existing case after a law firm dissolves does so on the firms behalf and any income derived from the case belongs to the dissolved firm
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: 50 Id. at 111-12. 51 Id. at 118-19 (quoting Henry Campbell Black, Handbook of American Constitutional Law 519 (2d ed. 1897)). 52 530 U.S. 466, 120 S. Ct. 2348, 147 L. Ed. 2d 435 (2000). 53 Id. at 490 (alteration in original) (quoting Jones v. United States, 526 U.S. 227, 252, 119 S. Ct. 1215, 143 L. Ed. 2d 311 (1999) (Stevens, J., concurring)). 54 67 Wn. App. 339, 835 P.2d 251 (1992). 55 Id. at 345. 56 State v. McFarland, 127 Wn.2d 322, 333, 899 P.2d 1251 (1995). 57 Id. 58 127 Wn.2d 322, 899 P.2d 1251 (1995). 59 Id. at 333-34. 60 Id. (footnote omitted) 61 State v. Hutchinson, 111 Wn.2d 872, 881-83, 766 P.2d 447 (1989). 62 State v. Hutchinson, 135 Wn.2d 863, 882-83, 959 P.2d 1061 (1998). 63 Reply Br. of Appellant at 24. 64 See State v. Carneh, 153 Wn.2d 274, 282, 103 P.3d 743 (2004) (<HOLDING>). 65 149 Wn. App. 266, 202 P.3d 383 (2009). 66 Options: A. holding that the statement ill take the fifth was an assertion of the fifth amendment privilege B. holding that application of statutory mandatory minimum in 841b1a does not violate defendants fifth and fourteenth amendment rights C. holding state had violated the defendants fifth amendment rights and consequently was prohibited from using any of the information revealed during courtordered treatment program in later separate criminal prosecution D. holding that courtordered examinations of those defendants who plead insanity and the admission of this examination is not an infringement of the defendants fifth amendment rights E. holding that a defendants fifth amendment rights were violated when an interpreter was withdrawn by the court

assistant: The best answer is D. holding that courtordered examinations of those defendants who plead insanity and the admission of this examination is not an infringement of the defendants fifth amendment rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any waiver under this Agreement shall be in writing. The failure of either Party to enforce, at any time, or for any period of time, any provision of this Agreement, shall not be construed to be a waiver of such provision, or in any way affect the validity of this Agreement, or any part thereof, or the right of any Party thereafter to enforce each and every such provision.

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 legal provision and list the applicable contract clause categories. Provision: When financing statements in the appropriate form are filed in the offices specified on Schedule 4.01 to the Security Agreement, (i) the Grant of Security Interest in Patents, substantially in the form of Exhibit A to the Security Agreement, and the Grant of Security Interest in Trademarks, substantially in the form of Exhibit B to the Security Agreement, is filed in the United States Patent and Trademark Office, and (ii) the Grant of Security Interest in Copyrights, substantially in the form of Exhibit C to the Security Agreement, is filed in the United States Copyright Office, then the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the United States patents, trademarks, copyrights, licenses and other intellectual property rights covered in such agreements, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on issued patents, patent applications, registered trademarks, trademark applications and registered copyrights acquired by the Loan Parties after the Closing Date).

assistant: Intellectual Property
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 Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

assistant: Participations
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 separate, pecuniary motive in making the trips, but this argument -was rejected on appeal and is foreclosed by Third Circuit precedent. Id. (explaining that the Government was required to prove only that " 'a significant or motivating purpose' of the trav- ' el was to facilitate the abuse,” and that the evidence was sufficient to support such a finding) (quoting United States v. Hayward, 359 F.3d 631, 637-38 (3d Cir. 2004)). 18 . Tr. 128:17-133:19 (11/1/12). 19 . See generally Dierolf v. Thompson, Civil No. 1:CV-11-01999, 2013 WL 2896819, at *20 (M.D. Pa. June 12, 2013) ("Decisions by trial counsel with regard to examination of witnesses are strategic by nature and necessitate a strong level of deference to the attorney’s assessment.”) ( WL 1651270, at *5 (W.D. Tenn. Apr. 14, 2015) (<HOLDING>). 24 . 28 U.S.C. § 2253(c)(2); Slack v. Options: A. holding that request for resentencing based on pepper was not cognizable in a 2255 proceeding absent a showing of a complete miscarriage of justice B. holding that resentencing is required C. holding that constitution and courts jurisdiction allow for twolevel increase on resentencing D. holding that the application of revised 2255 which would have barred the petitioner who had filed his first 2255 motion prior to aedpas enactment from filing a second 2255 motion would have had retroactive effect because the petitioner might well have waited to file that initial motion had he foreseen aedpas revision of 2255 E. holding that pepper did not allow petitioner to seek a resentencing under 2255

assistant: The best answer is E. holding that pepper did not allow petitioner to seek a resentencing under 2255
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: Participation in the Plan is expressly conditioned on the eligible Employee signing and returning to Sonic an agreement acknowledging his or her voluntary consent to the terms and conditions of the Plan (including, but not limited to, the arbitration provisions of Section 11.3) substantially in the form set forth in Annex A hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Administrative Agent, the Lenders and the Issuing Lenders irrevocably agree that the Lien on any property and any related guarantee obligations will be automatically released (i) (1) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including in connection with the Distribution and transactions related thereto), (2) upon any sale or transfer of Collateral or any other transaction permitted or not prohibited hereunder or under the Loan Documents to any Person that is not a Loan Party, (3) to the extent property constituting Collateral is owned by any Guarantors, upon the release of such Guarantor from its obligations under the Guarantee Agreement or in accordance with the succeeding sentence, (4) so long as no Event of Default has occurred and is continuing, to the extent the Collateral becomes Excluded Assets or a Guarantor becomes an Excluded Subsidiary in a transaction permitted hereunder, the primary purpose of which transaction is not to effect the release of such Guarantor or any other Guarantor from its obligations under the Loan Documents, or a Guarantor ceases to be a Subsidiary in a transaction permitted hereunder or (5) that has been consented to in accordance with Section 10.1, (ii) under the circumstances described in paragraph (b) below and (iii) upon the occurrence and during the continuation of a Suspension Period Event, in accordance with the provisions of Section 3.15(c) of the Guarantee Agreement and Section 7.12(b), (f), (g) and (h) of the Collateral Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action (without consent rights) requested by the Company (including to execute and deliver any instruments, documents, consents, acknowledgements, and agreements necessary or desirable to evidence or confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph) having the effect of releasing any Collateral or Loan Party from its guarantee obligations.

assistant: Liens
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: has two parts. First, he contends that the district court erred by approving the settlement because the Private Securities Litigation Reform Act (“PSLRA”) of 1995 does not allow it. Hayes correctly points out that Congress enacted the PSLRA to discourage frivolous securities class actions. Recognizing the “concern over the use of then-existing class action procedures to bring strike suits in order to exact extortionate settlements,” Congress enacted the PSLRA “to discourage frivolous lawsuits by establishing special procedures for instituting private class actions under the securities laws.” Hazen, Law of Securities Regulation § 12.15[1] (6th ed.2009) (quotation omitted). See also Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007) (<HOLDING>). However, Hayes mistakenly equates frivolous Options: A. holding that forum selection clause contained in contracts between lloyds and its investors applied to investors securities fraud claims against the syndicates that competed for investments within lloyds in light of the broad language of the clause and the syndicates pecuniary interest in uniform resolution of the claims B. recognizing that a limit on the governments ability to enter a consent decree would make it substantially more difficult to settle title vii litigation C. recognizing a commonlaw action to recover on a personal judgment D. recognizing the pslras twin goals to curb frivolous lawyerdriven litigation while preserving investors ability to recover on meritorious claims E. recognizing correspondence appeared to establish a settlement relationship between the parties given the letters presented an attempt to curb further litigation

assistant: The best answer is D. recognizing the pslras twin goals to curb frivolous lawyerdriven litigation while preserving investors ability to recover on meritorious claims
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: Every notice or other communication relating to this Restricted Stock Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Corporate Secretary, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third- party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

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: The Company shall comply, and cause each subsidiary to comply in all material respects, with all applicable laws, rules, regulations and orders, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and the other documents referred to herein or therein or delivered pursuant hereto or thereto which form part hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

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: Neither party shall be deemed to have waived any of its rights or remedies hereunder unless such waiver is (i) in writing, and (ii) signed by such party, and then only to the extent specifically recited. No failure to exercise and no delay or omission in exercising any right, remedy or recourse on the right of any party shall operate or be deemed as a waiver of such right, remedy or recourse hereunder or thereunder or preclude any other or further exercise thereof. A waiver or release on any one occasion shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse on any subsequent occasion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The RSUs (and their corresponding Dividend Equivalents) shall vest in accordance with the provisions of this Section 3. The number of RSUs that Fully Vest on any Vesting Date shall be rounded to the nearest whole RSU, but in no event shall the aggregate number of RSUs that Fully Vest and become payable in accordance with this award exceed the Total RSUs.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that Congress “clarify that USERRA prohibits workplace harassment and the creation of a hostile working environment.” Dep’t of Labor, USERRA Fiscal Year 2010 Annual Report to Congress 18-19 (July 2011) (“Although the Department believes that the statute currently supports this reading, in light of the risk of contrary interpretations by the courts, the Department recommends that Congress consider clarifying [] USER-RA”). Congress enacted the 2011 Amendment with the backdrop of the Carder decision and numerous contradictory district court opinions and the Department of Labor’s recommendation to clarify. The recognized dispute in the law on this issue gives further support to the holding that the 2011 Amendment was designed to clarify, not change, USERRA. See Callejas, 750 F.2d at 731 (<HOLDING>). Accordingly, the Court finds that the 2011 Options: A. holding that compensatory contempt fines awarded against the secretary of health and human services were barred by sovereign immunity B. holding that removal of suit against physicians employed by a federally funded community health center to federal court by the defendants on the ground that they were covered under the public health service act was improper as the department of health and human services had not yet made a determination whether defendants should be deemed to be employees C. holding that a statute clarified the law where it was amended after the department of health and human services opined on its interpretation and the district courts split on the issue D. holding that a district courts remand order effectively invalidating certain regulations of the secretary of health and human services was an immediately appealable order E. holding an administrative interpretation cannot change the meaning of a statute or control the courts interpretation of it

assistant: The best answer is C. holding that a statute clarified the law where it was amended after the department of health and human services opined on its interpretation and the district courts split on the issue
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: arising from dealings entirely distinct from those activities” may a court assert general jurisdiction over a defendant. Id. at 318, 66 S.Ct. at 159. For example, in Helicópteros Nacionales, the Supreme Court held that a defendant corporation’s contacts with the forum state, which included the temporary physical presence of a corporate officer for contract negotiations, regular purchases of equipment and training services from a business in the forum, and personnel training in the forum, were not sufficiently continuous and systematic so that the attempted exercise of general jurisdiction would satisfy the requirements of due process. 466 U.S. at 418-19, 104 S.Ct. at 1874; cf. Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 445, 447-48, 72 S.Ct. 413, 418, 419, 96 L.Ed. 485 (1952) (<HOLDING>). While the record shows that Flex-sys sold its Options: A. holding that plaintiff an officer and shareholder of a corporation with signatory authority over the corporations checking account was not a customer of the bank and could not file suit for wrongful dishonor of the corporations checks B. recognizing that where plaintiff is from the forum state and defendant is from an alternate forum each forum can claim a connection to one of the parties C. holding that the exercise of general jurisdiction over a foreign corporation was reasonable and just when the corporations president maintained an office in the forum where he conducted activities on behalf of the company such as keeping company files holding directors meetings carrying on business correspondence and distributing salary checks drawn on forum bank accounts D. holding that independent directors can be entrusted with the decision to sue other directors on behalf of the corporation E. holding president of corporation liable as employer where he inter alia maintained control over the corporations employment and pay practices and had the authority to make all major decisions regarding the corporations business affairs

assistant: The best answer is C. holding that the exercise of general jurisdiction over a foreign corporation was reasonable and just when the corporations president maintained an office in the forum where he conducted activities on behalf of the company such as keeping company files holding directors meetings carrying on business correspondence and distributing salary checks drawn on forum bank accounts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: WHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor’s employees, agents, and subcontractors (collectively the “Contractor’s Personnel”) with access to certain information the State deems confidential information (the “Confidential Information”). The Contractor shall limit access to the Confidential Information to the Contractor’s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: America ... negligently and carelessly treated, transported and cared for the claimant.” 634 F.2d at 1242. 10 . The government argues that even if we hold that Paul Goodman exhausted his administrative remedies, under Maryland common law, only the patient herself can bring a claim for lack of informed consent and Paul Goodman, as surviving spouse, could not properly bring a wrongful death claim based on the decedent’s lack of informed consent. It is well-established under Maryland law that a surviving spouse can bring a wrongful death action based on medical malpractice, but we have not found, nor does any party cite case law regarding, whether a surviving spouse may bring a wrongful death action based on lack of informed consent. See Slate v. Zitomer, 275 Md. 534, 341 A.2d 789 (1975) (<HOLDING>); see also Md.Code Ann., Cts. & Jud. Proc. § Options: A. recognizing action for wrongful death based on unseaworthiness B. holding that discovery rule applied to wrongful death action predicated on medical malpractice C. holding that a failure to include a beneficiary in a wrongful death action is a defect because the wrongful death act restricts plaintiffs to a single action D. holding that a surviving spouse can bring a wrongful death action based on medical malpractice E. recognizing cause of action for wrongful death

assistant: The best answer is D. holding that a surviving spouse can bring a wrongful death action based on medical malpractice
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: Until all amounts outstanding under this Note have been paid in full, New University shall, and shall cause its Subsidiaries to, maintain the same levels of insurance coverage as provided for under the Support Agreement. As soon as available, and in any event within thirty (30) days after the end of each fiscal year, New University shall furnish to Noteholder a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for New University and its Subsidiaries.

assistant: Insurances