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: the defendant has assisted authorities in a manner that avoids preparing for trial, an adjustment under subsection (b) may only be granted upon a formal motion by the Government at the time of sentencing.” Id., comment. (n.6) (emphasis added). We have rejected a defendant’s claim for an additional one-level reduction pursuant to § 3El.l(b) where there was no government motion filed in support of such a reduction. U.S. v. Wade, 458 F.3d 1273, 1282 (11th Cir.2006), cert. denied, — U.S. -, 127 S.Ct. 2096, 167 L.Ed.2d 816 (2007). It appears, however, that we are not precluded from reviewing for an abuse of discretion the government’s refusal to file a motion for a reduction pursuant to § 3E1.1(b). See Wade v. United States, 504 U.S. 181, 185-86, 112 S.Ct. 1840, 1844, 118 L.Ed.2d 524 (1992) (<HOLDING>); see also United States v. Nealy, 232 F.3d Options: A. holding there was no jurisdiction to review district courts discretionary refusal to depart downward on the grounds that defendants conduct constituted a single act of aberrant behavior B. holding that an insurer is not liable for punitive damages by its refusal to pay a claim unless such refusal is accompanied by a malicious intent to injure or defraud C. holding in the context of a motion for substantial assistance that federal district courts have authority to review a prosecutors refusal to file a discretionary motion if they find that the refusal was based on an unconstitutional motive such as the defendants race or religion D. recognizing that federal district courts have the authority to grant a remedy if the refusal to file a substantial assistance motion was based on an unconstitutional motive E. holding the trial court was without authority to dismiss an appeal on the ground that the amount of the judgment required the appellant to file an application for discretionary review

assistant: The best answer is C. holding in the context of a motion for substantial assistance that federal district courts have authority to review a prosecutors refusal to file a discretionary motion if they find that the refusal was based on an unconstitutional motive such as the defendants race or religion
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 Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not be expected to result in a Material Adverse Effect. No tax liens have been filed, and no claims are being asserted with respect to any such taxes in excess of $250,000, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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: conspiracy by all involved to deprive Mr. Terry of his rights by engaging in alleged fraudulent or unethical conduct. II. FAILURE OF SCAT TO APPEAR THROUGH LICENSED COUNSEL Under well established federal law, “a corporation may appear in the federal courts only through licensed counsel.” Rowland v. Cal. Men’s Colony, 506 U.S. 194, 201-02, 113 S.Ct. 716, 721, 121 L.Ed.2d 656 (1993). Under this rule, a corporation is not permitted to appear pro se. Id. Numerous cases have considered and affirmed this principle. See, e.g., Plimpton v. Cooper, 141 F.Supp.2d 573, 575 (W.D.N.C.2001) (dismissing claims brought pro se on behalf of a corporation based on lack of licensed counsel), aff'd, 21 Fed.Appx. 159 (4th Cir.2001); Carrico v. Village of Sugar Mountain, 114 F.Supp.2d 422, 424 (W.D.N.C.2000) (<HOLDING>), aff'd, 13 Fed.Appx. 79 (4th Cir.2001); Options: A. holding that claims against corporate officers for mismanagement belong to the corporation B. holding that a corporate plaintiffs claims must be dismissed on the ground of failure of any attorney to appear for the corporation C. holding that in the context of the federal tort claims act claims dismissed on sovereign immunity grounds are not dismissed for lack of jurisdiction but for the existence of a defense D. holding that claims of corporation vest in corporation E. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well

assistant: The best answer is B. holding that a corporate plaintiffs claims must be dismissed on the ground of failure of any attorney to appear for the corporation
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 on an individual’s lawyer will not suffice. See Khachikian v. BASF Corp., No. 91-CV-573, 1994 WL 86702, at **1-2 (N.D.N.Y. Mar. 4,1994) (quashing subpoena that plaintiff mailed to the defendant corporation’s attorney rather than to the corporation itself, which was the party named in the subpoena); In re Deposition Subpoena Directed to Smith, 126 F.R.D. 461, 462 (E.D.N.Y.1989) (McLaughlin, J.) (denying plaintiffs motion to serve a deposition subpoena and a subpoena duces tecum on a non-party witness by delivering the subpoenas to the witness’s attorney where Rule 45 required service on the person named in the subpoena; noting that Rule 45 should be reevaluated to permit service of subpoenas other than by personal delivery); Harrison v. Prather, 404 F.2d 267, 273 (5th Cir.1968) (<HOLDING>); see also 9A Wright & Miller, Federal Practice Options: A. holding that delivery of subpoena via federal express was sufficient because effective service under rule 45 is not limited to personal service B. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service C. holding that service of subpoena on plaintiffs counsel as opposed to the plaintiff himself renders such service a nullity D. holding that an attempted service on the partys counsel was insufficient without proof of the counsels actual authority to receive service E. holding that if service is inadequate defendant never submitted to courts jurisdiction and underlying judgment is therefore a nullity

assistant: The best answer is C. holding that service of subpoena on plaintiffs counsel as opposed to the plaintiff himself renders such service a nullity
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: Company shall reimburse Contractor for reasonable expenses incurred in connection with Contractor’s performance of services under this Agreement, provided that the expenses are approved in advance by the Chief Executive Officer of the Company and Contractor promptly provides documentation satisfactory to Company to support Contractor’s request for reimbursement. Mileage reimbursement for travel by automobile shall be at the applicable legal rate established by the Internal Revenue Service.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 892 F.2d at 159. In the instant ease, however, there was not an abundance of evidence on Steward’s intent to defraud the bank. Steward gave conflicting testimony on the issue, once admitting she pleaded guilty to having an intent to defraud, but twice informing the jury she did not intend to defraud the bank. Other than Steward’s conflicting testimony, the government’s limited harmlessness analysis does not reference any evidence of Steward’s intent to defraud, the very element it had to prove to establish Nickl’s guilt. The prosecution was not permitted to use Steward’s guilty plea for the purpose of establishing she had the intent to defraud NBA, because Steward’s intent to defraud was an element of Nickl’s crime. See United States v. Whitney, 229 F.3d 1296, 1304 (10th Cir.2000) (<HOLDING>). Thus, when the presiding judge remarked that Options: A. holding coconspirators guilty plea is admissible as an aid to the jurys assessment of witness credibility but not as substantive evidence of a defendants guilt B. holding that testimony regarding witness credibility is prohibited unless it is admissible as character evidence C. holding that entering a guilty plea is an admission of guilt and a waiver of the right to jury trial D. holding evidence of prior drug use admissible to show motive and the nature of the defendants relationship with coconspirators E. holding that police officers testimony as to the victims prior inconsistent statements made to him on day of the alleged crime were not admissible as substantive evidence and could not be used to support a finding of guilt

assistant: The best answer is A. holding coconspirators guilty plea is admissible as an aid to the jurys assessment of witness credibility but not as substantive evidence of a defendants guilt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: a single independent and impartial arbitrator with his or her primary place of business in san francisco county , california will be appointed pursuant to the rules , as modified herein .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proof, the plaintiff must then come forward with evidence that creates an issue of material fact on this element of his case. Celotex, 477 U.S. at 322, 106 S.Ct. at 2552. This the plaintiff has failed to do. The plaintiff does not dispute the applicability of our precedents to his suit. However, he notes that the interpretation of clause 8 of the NYPE form charter agreement and liability of a time charterer under the LHWCA is the subject of a circuit split. Compare Kerr-McGee Corp. v. Ma-Ju Marine Services, Inc., 830 F.2d 1332, 1340 (5th Cir.1987) (collecting cases holding that time charterers are generally not hable for the negligence of vessel’s crew) with Turner v. Japan Lines, Ltd., 651 F.2d 1300, 1306 (9th Cir.1981), cert. denied, 459 U.S. 967, 103 S.Ct. 294, 74 L.Ed.2d 278 (1982) (<HOLDING>); see also Fernandez v. Chios Shipping Co., Options: A. holding that clause eight requires time charterer to indemnify shipowner for any damages awarded because of injury to longshoreman B. holding that clause eight imposes liability on time charterer for injuries to longshoremen C. holding that indemnification for any claim that arises out of or is incident to performance of a time charter agreement does not apply to liability for a platform crane operators negligence in lowering a worker to the vessels deck D. holding that a charter party creates no contractual duty towards a longshoreman on the part of a time charterer E. holding that clause 8 of the nype charter party expressly makes the time charterer hable for the vessels neghgence

assistant: The best answer is E. holding that clause 8 of the nype charter party expressly makes the time charterer hable for the vessels neghgence
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 exercise of discretion by the trial court. Penn s to avoid the appearance of impropriety is a worthy standard for professional conduct, a criminal defendant’s constitutional right to due process does not entitle him to a prosecution free of such appearances. Cf. Cuyler v. Sullivan, 446 U.S. 335, 348, 100 S.Ct. 1708, 1718, 64 L.Ed.2d 333 (1980) (stating that a defendant’s Sixth Amendment right to counsel is not violated when his lawyer has a “possible” or “potential” conflict of interest). Instead, a criminal defendant is denied due process only when his former counsel joins a Commonwealth’s Attorney’s office and is not effectively screened from contact with the Commonwealth’s attorneys who are handling the defendant’s case on a related matter. See Thompson, 246 So.2d at 763 (<HOLDING>); United States v. Goot, 894 F.2d 231, 236-37 Options: A. holding that even where a client was more sophisticated in business matters than the lawyer himself the lawyer should have assumed the client was relying on the lawyer for the legal aspects of the loan from the client to the lawyer to the same extent that the client would rely on the lawyer for advice were the client making the loan to a third person B. holding than an attorney who serves as a mediator cannot subsequently represent anyone in a substantially related matter without the consent of the original parties because mediators routinely receive and preserve confidences in much the same manner as an attorney and where the mediator was privy to confidential information the applicable ethical rules impose the same responsibility as the rules relating to any attorneys subsequent representation of a former client C. holding that defendants right to due process was not violated by the employment of his former counsel in the us attorneys office where the former counsel recused himself and was screened from the prosecution of defendants case D. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client E. holding that a defendants due process rights are violated only if his former lawyer prosecutes him on a matter related to the representation or discloses client confidences to other prosecutors

assistant: The best answer is E. holding that a defendants due process rights are violated only if his former lawyer prosecutes him on a matter related to the representation or discloses client confidences to other prosecutors
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: 385, 399, 643 A.2d 546 (1994) (concluding that jury should determine whether employee could reasonably expect job security from employment manual); Labus v. Navistar Int’l Transp. Corp., 740 F.Supp. 1053, 1063 (D.N.J.1990) (observing that, under New Jersey law, “[t]he legitimacy of the representations and the reasonableness of the employee’s reliance are questions for the finder of fact that are not appropriate for summary judgment”). Of course, when no reasonable juror could reach other than one conclusion, the question of whether a document constitutes an implied contract may be resolved in a motion for summary judgment. Rosemary Alito, New Jersey Employment Law, § 1-6:2 at 20 (2d ed.1999). See also Ware v. Prudential Ins. Co., 220 N.J.Super. 135, 146-47, 531 A.2d 757 (App.Div.1987) (<HOLDING>), certif. denied, 113 N.J. 335, 550 A.2d 450 Options: A. holding district court erred in setting aside jury verdict and entering judgment as a matter of law B. holding that it was error for a district court to enter judgment as a matter of law solely on the basis of inconsistent verdicts C. holding that court erred as matter of law in failing to enter judgment for employer at close of plaintiffs implied employment contract action D. holding that language in employee handbook stating that it was not to be considered as creating terms and conditions of an employment contract and that the employment relationship was employment atwill was sufficiently explicit to preclude the creation of implied contractual obligations as a matter of law E. holding that even when a defendant moves under rule 50 at the close of plaintiffs evidence and autocentro did not even do that if a defendant wishes to renew a motion for judgment as a matter of law at the posttrial stage with a view to having denial of that motion considered by the court of appeals the defendant is required to have moved for judgment as a matter of law at the close of all the evidence

assistant: The best answer is C. holding that court erred as matter of law in failing to enter judgment for employer at close of plaintiffs implied employment contract 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: support of his application for asylum and found that large portions of that statement were copied from “five different asylum declarations filed in five different cases.” The plagiarism was so extensive that the IJ noted that many of the five statements had “full paragraphs identical to those of the respondent.” During the IJ’s hearing, Sliusar was asked to explain these similarities. Rather than explaining them, his testimony produced further inconsistencies with his prior testimony to the court and the asylum officer. Given the obvious plagiarism in his application, his inability to explain why his statement was so similar to others, and the inconsistencies within his own sworn testimony, the IJ properly found Sliusar not credible. Ahir v. Mukasey, 527 F.3d 912, 918-19 (9th Cir.2008) (<HOLDING>). The record also supports the IJ’s Options: A. holding that inconsistencies in the aliens statements must go to the heart of the asylum claim to justify an adverse credibility finding B. holding that inconsistencies between an aliens application and testimony and an inability to explain those ineonsistencies establishes frivolousness by a preponderance of the evidence C. holding that inconsistencies between an application and testimony can serve as the basis for adverse credibility findings where the testimonial change goes to the heart of a petitioners claim D. holding that testimony of sixyearold vietim was not incredibly dubious despite some inconsistencies and that such inconsistencies are appropriate to the cireumstances presented the age of the witness and the passage of time between the incident and the time of her statements and testimony E. holding that a claimant must demonstrate by a preponderance of the evidence entitlement to an administrative claim

assistant: The best answer is B. holding that inconsistencies between an aliens application and testimony and an inability to explain those ineonsistencies establishes frivolousness by a preponderance of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The State Defendants also cite to cases from other circuits refusing to apply Ex Parte Young in suits challenging statutorily-created private rights of action. Okpalobi, 244 F.3d at 416-24; Children’s Healthcare is a Legal Duty, Inc. v. Deters, 92 F.3d 1412, 1416-17 (6th Cir.1996); see also Summit Med. Assocs., 180 F.3d at 1342. Their holdings are unsurprising given that no state officials were charged with enforcing those laws. However, in the case before me, certain state officials are expressly charged with enforcing the law. Indeed, the Eleventh and Sixth Circuits distinguished the cases before them from cases challenging penal laws enforceable by state officials, finding the latter suitable for application of Ex Parte Young. See Summit Med. Assocs., 180 F.3d at 1337-41 (<HOLDING>); Deters, 92 F.3d at 1416 n. 10 (distinguishing Options: A. holding that the statute as applied violates the commerce clause B. holding no error occurred in excluding portion of statement offered by defendant because the rejected portion of the conversation in no manner explains or modifies that portion of the conversation which came into evidence C. holding that an offender convicted under the bestiality portion of the criminal sodomy statute does not have standing to challenge the constitutionality of die portion of the statute that criminalizes homosexual conduct D. holding that clear language in one portion of a later may cause ambiguity in another portion to dissipate E. holding that ex parte young applied to plaintiffs claims against the criminal portion of the statute

assistant: The best answer is E. holding that ex parte young applied to plaintiffs claims against the criminal portion of the statute
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: 9, 35, 906 P.2d 542, 568 (1995) (finding the question to be “whether the prosecutor’s actions were reasonably likely to have affected the jury’s verdict, thereby denying him a fair trial”). When misconduct results in the defendant being denied a fair trial, we will reverse even absent an objection at the time of the misconduct. State v. Duzan, 176 Ariz. 463, 467, 862 P.2d 223, 227 (App.1993). ¶ 42 Canion contends that the prosecutor asked him a number of questions during cross-examination in which he highlighted the differences between Canion’s testimony and Officer Madeya’s testimony, and that the prosecutor asked Canion to comment on the officer’s credibility. Canion argues that these questions were improper, citing State v. Reimer, 189 Ariz. 239, 241, 941 P.2d 912, 914 (App.1997) (<HOLDING>), and United States v. Sanchez, 176 F.3d 1214, Options: A. holding that it is improper to ask a witness to comment on the credibility of another witness B. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness C. holding that the defendants due process rights were violated when the trial judge singled out the only defense witness and indicated to that witness that he expected the witness to he and would personally ensure that the witness was prosecuted for perjury and thereby effectively drove that witness off the stand D. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error E. holding that the jury is the judge of the weight and credibility given to witness testimony

assistant: The best answer is A. holding that it is improper to ask a witness to comment on the credibility of another witness
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 financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected or updated by a subsequent amendment or restatement). Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal and recurring audit adjustments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery, or (d) when receipt is acknowledged, in the case of email, in each case to the intended recipient as set forth below, with respect to the Company, and to the addresses set forth on the signature pages hereto, with respect to the Purchasers.

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: For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, or to any changed address notice of which either of us shall have given to the other.

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: THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Each Borrower Party represents and warrants to the Lender Group that it has read the provisions of this Section 11.11 and discussed the provisions of this Section 11.11 and the rest of this Agreement with counsel for such Borrower Party, and such Borrower Party acknowledges and agrees that the Lender Group is expressly relying upon such representations and warranties of such Borrower Party (as well as the other representations and warranties of such Borrower Party set forth in this Agreement and the other Loan Documents) in entering into this Agreement.

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: Each of Holdings and the Borrower shall, and shall cause each of its Restricted Subsidiaries to comply, in all respects with all applicable Legal Requirements except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Without limiting the generality and coverage of the foregoing, each Loan Party shall comply, and shall cause each of its Restricted Subsidiaries to comply with all Environmental Laws and all laws, regulations, or directives with respect to equal employment opportunity and employee safety in all jurisdictions in which any Loan Party or any Restricted Subsidiary thereof does business except where failure to so comply could not reasonably be expected to individually result in liability in excess of $1,000,000 and could not reasonably be expected to result in the aggregate in a Material Adverse Change. Without limitation of the foregoing, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, (a) maintain and possess all authorizations, Permits, licenses, trademarks, trade names, rights and copyrights which are necessary or advisable to the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, and (b) obtain, as soon as practicable, all consents or approvals required from any states of the United States (or other Governmental Authorities) necessary to grant the Administrative Agent an Acceptable Security Interest in the Loan Parties’ Oil and Gas Properties evaluated in the most recently delivered Engineering Report, to the extent required by Section 5.08 .

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 INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Operator may maintain such insurance coverage with respect to the Aircraft and any flights made under this Agreement as Operator may elect in its sole discretion, including aircraft physical damage coverage (hull insurance) and liability coverage for bodily injury and property damage. Operator shall retain all rights and benefits with respect to the proceeds payable under the hull insurance as a result of any incident or occurrence while an Aircraft is being operated on behalf of Lessee under this Agreement. Lessee shall be named as an additional insured on liability insurance policies maintained by Operator on the Aircraft with respect to flights conducted pursuant to this Agreement. Any hull insurance maintained by Operator on the Aircraft shall include a waiver of any rights of subrogation of the insurers against Lessee. Notwithstanding the foregoing and subject to the limitations of FAR 91.501(d), upon Operator’s request, Lessee shall, at Operator’s request, reimburse Operator for the cost and expense of any additional insurance obtained for any specific flight.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: 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 any Credit Party or any Credit Party’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, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.5(c) with respect to any payments made by such Lender to its Participant(s).

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: No filing with, or notification to, any governmental authority, and no consent, approval, authorization or permit of any other person or entity is necessary for the execution of this Letter of Transmittal or any other Transmittal Document by Holder, the performance of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby. None of the execution and delivery of this Letter of Transmittal or any other Transmittal Document by Holder, the performance of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of the organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any contract or obligation to which Holder is a party or by which Holder or any of the Company Shares or Company Warrants or its other assets may be bound, or (iii) violate any applicable law or order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair in any material respect Holder’s ability to perform its obligations under this Letter of Transmittal or the other Transmittal Documents. Holder has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained in this Letter of Transmittal untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations under this Letter of Transmittal or any Transmittal Document.

assistant: No Conflicts
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: (“Allegations of date, time or place satisfy the Rule 9(b) requirement that the circumstances of the alleged fraud must be pleaded with particularity, but alternative means are also available to satisfy the rule.”). Under this Court’s nuanced, case-by-case approach, other means are available to present the required indicia of reliability that a false’ claim was actually submitted. Although there are no bright-line rules, our case law has indicated that a relator with direct, first-hand knowledge of the defendants’ submission of false claims gained through her employment with the defendants may have a sufficient basis for asserting that the defendants actually submitted false claims. See U.S. ex rel. Walker v. R & F Properties of Lake County, Inc., 433 F.3d 1349, 1360 (11th Cir.2005) (<HOLDING>). By contrast, a plaintiff-relator without Options: A. holding relator satisfied rule 9b by alleging the basic framework procedures the nature of fraudulent scheme and the financial arrangements and inducements among the parties and physicians that give rise to relators belief that fraud has occurred B. holding where the plaintiff presented evidence which demonstrates that the terms alleged by the defendants to be indefinite were in fact sufficiently well delineated to all parties the entry of judgment notwithstanding the verdict in favor of the defendants was inappropriate despite the fact that the defendants contested the plaintiffs evidence concerning the manner in which the relevant contractual language should be construed C. holding that relators failure to meet the particularity requirements of rule 9b did not bar his claim where the relator was a former employee of the defendants and lacked access to records and documents in the possession of the defendants that contained information necessary to plead with particularity D. holding that rule 9b was satisfied where the relator was a nurse practitioner in the defendants employ whose conversations about the defendants billing practices with the defendants office manager formed the basis for the relators belief that claims were actually submitted to the government E. holding that rule 9b was not satisfied where the relator was a doctor who did not allege firsthand knowledge of the hospitals submission of false claims

assistant: The best answer is D. holding that rule 9b was satisfied where the relator was a nurse practitioner in the defendants employ whose conversations about the defendants billing practices with the defendants office manager formed the basis for the relators belief that claims were actually submitted to the government
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’s obligations under this Section 3.1 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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: Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of an Employer or interfere in any way with the Employer’s right to terminate the employee’s employment at will at any time, for any reason, with or without cause, or to decrease the employee’s compensation or benefits, or (ii) confer upon any person engaged by an Employer any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to submit to the exclusive personal jurisdiction of the courts located within zurich , switzerland ( and , for the avoidance of doubt , to exclude the jurisdiction of any other court ) for the purpose of litigating all such claims or disputes .

assistant: Jurisdiction
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 payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent ’ s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

assistant: General
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 HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (a) CERTIFIES THAT 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 AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT 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: The Companies that are Loan Parties unconditionally and jointly and severally agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all reasonable out-of-pocket costs, expenses and disbursements, including reasonable fees and expenses of counsel (including the allocated costs of staff counsel) for which reimbursement is customarily obtained, which the Administrative Agent or any of the Lenders may incur in connection with (a) the administration of this Agreement, (b) the exercise or enforcement of any of the rights of the Administrative Agent or the Lenders hereunder or (c) the failure by the Companies to perform or observe any of the provisions hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: rovio reserves the right , at its discretion , to change , modify , add or remove portions of this eula by posting the updated eula on rovio 's website .

assistant: Unilateral change
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: “[n]umerous circuits have affirmed that all procedural violations do not establish a denial of free appropriate public education such that reimbursement is warranted, only those violations that are sufficiently harmful and serious. See, e.g., Heather S., 125 F.3d at 1059; Doe by and Through Doe v. Metropolitan Nashville Pub. Sch., 133 F.3d 384, 388 (6th Cir.1998)(finding that reimbursement may be appropriate for ‘sufficiently serious procedural failures by the school district’ in conducting child-find procedures); Ash v. Lake Oswego Sch. Dist., 980 F.2d 585, 589 (9th Cir.1992) (agreeing that when a school district has ‘egregiously violated the procedural requirements’ of the IDEA, reimbursement may be called for); Doe v. Alabama State Dep’t of Educ., 915 F.2d 651, 662-63 (11th Cir.1990)(<HOLDING>).” Hoffman, 38 F.Supp.2d at 761. Even assuming Options: A. holding that proper analysis of procedural violations considers the harm flowing from the violation in assessing whether relief is appropriate B. holding that reviewing court first ensures that district court committed no significant procedural error then considers substantive reasonableness of sentence describing factors demonstrating procedural error C. holding that an arising out of exclusion applies to claims flowing from or growing out of the excluded activity D. holding that the phrase arising out of the use is ambiguous and interpreting it as originating from or growing out of or flowing from E. recognizing that fundamental consideration in assessing the propriety of a prosecutors motion to dismiss is whether the motion is made in good faith

assistant: The best answer is A. holding that proper analysis of procedural violations considers the harm flowing from the violation in assessing whether relief is appropriate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You understand that the Company reserves the right to make personnel decisions regarding your employment, including but not limited to decisions regarding any job functions, title, promotion, compensation, and benefit adjustment, transfer or disciplinary action, up to and including termination, consistent with the needs of the business and in compliance with the law. As stated below, your employment is at-will.

assistant: Adjustments
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: 157 F.Supp.2d 1345, 1354-55 (S.D.Fla.2001). Although the Sinaltrainal court interpreted a claim of failure to exhaust as a chal lenge to subject matter jurisdiction, 256 F.Supp.2d at 1357, other district courts have treated the same claim as non-jurisdictional. See Abiola, 267 F.Supp.2d at 910 (finding that the TVPA “is not a jurisdictional statute, such that failure to comply with its requirements strips the Court of jurisdiction” and that the TVPA’s exhaustion requirement did not apply to claims raised under the ATCA); Mehinovic v. Vuckovic, 198 F.Supp.2d 1322, 1347 n. 30 (N.D.Ga.2002) (noting that the burden is on defendant to raise non-exhaustion and defendant in that case had not met the burden); Wiwa v. Royal Dutch Petroleum Co., et al., 2002 WL 319887, at *17 (S.D.N.Y.2002) (<HOLDING>); Cabiri v. Assasie-Gyimah, 921 F.Supp. 1189, Options: A. holding that administrative remedies must be exhausted prior to filing a claim in court B. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted C. holding that the prisoner has the burden of demonstrating he has exhausted his administrative remedies in his complaint D. holding that defendant raising exhaustion defense did not meet initial burden of demonstrating that plaintiffs had not exhausted alternative and adequate remedies in nigeria E. recognizing that issue exhaustion requirement and requirement exhaustion of remedies are different

assistant: The best answer is D. holding that defendant raising exhaustion defense did not meet initial burden of demonstrating that plaintiffs had not exhausted alternative and adequate remedies in nigeria