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: ” id. at 1281 (quoting Compact art. VII(d)(l)), to hold that the EIS must include “at a minimum, a ‘reasonably complete’ discussion of mitigation measures including ‘analytical data’ regarding whether the available measures would achieve the required result,” id. Two caveats must accompany the League court’s articulation of what constitutes an adequate discussion of mitigation measures under the Compact. First, while NEPA caselaw may provide persuasive authority for interpreting the Compact, it is not controlling. Under NEPA, the duty to study possible mitigation measures stems from the statute’s requirement that the unavoidable adverse effects of a project be studied. See Robertson v. Methow Valley Citizens Council, 490 U.S. 332, 351-52, 109 S.Ct. 1835, 104 L.Ed.2d 351 (1989) (<HOLDING>). Under the Compact, an EIS needs to include Options: A. holding that an eis must consider the extent to which adverse effects can be avoided by discussing possible mitigation measures B. recognizing that mitigation of damages is an affirmative defense a party must plead and prove C. holding that mitigation of damages is an affirmative defense that must be pleaded D. holding that an adverse credibility determination must be supported by a true inconsistency E. holding that perfunctory description of mitigation measures was inadequate

assistant: The best answer is A. holding that an eis must consider the extent to which adverse effects can be avoided by discussing possible mitigation measures
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 computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would allow for the award of attorney fees whenever a statute or contract provides for one side to pay expenses, even when such attorney fees were not contemplated. The majority opinion sets a dangerous precedent in this regard. Therefore, I do not join in the majority’s opinion that the term “expenses” as used in section 13-7-4(d) includes attorney fees, but would hold that because that section does not specifically provide for an award of attorney fees, such award was improper here. For the reasons stated above, I concur in the majority’s determination that the trial court improperly awarded attorney fees to defendant Newspaper Agency Corporation. However, I dissent rs of Am. v. Champion Int’l Corp., 790 F.2d 1174 (5th Cir.1986); In re Olliff, 258 Ga. 157, 366 S.E.2d 289, 289 (1988) (<HOLDING>); Head v. Savage, Minn., 255 N.W.2d 32, 38 Options: A. holding that an award for medical expenses is proper when the expenses have been incurred but not paid B. holding that costs and expenses are to considerable degree synonymous C. holding that the bankruptcy court properly disallowed fees when the bank could not demonstrate actual costs and expenses beyond its normal operating costs attributable to the debtors loan D. holding that federal express costs telephone expenses and postage expenses did not qualify as taxable costs E. holding that expenses refers to costs

assistant: The best answer is E. holding that expenses refers to costs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the pending proceedings, with the exception of objecting to the court’s jurisdiction, will constitute a general appearance. Only two requirements must be met to render an act adequate to support the inference that there is an appearance: (1) knowledge of the pending proceedings and (2) an intent to appear. Ragnone v Wirsing, 141 Mich App 263, 265; 367 NW2d 369 (1985). A party that submits to the court’s jurisdiction may not be dismissed for not having received service of process. MCR 2.102(E)(2). These principles can be traced in this Court’s jurisprudence as far back as 1929. See Najdowski v Ransford, 248 Mich 465, 471-472; 227 NW 769 (1929). And the principles have not varied over time. See, e.g., Macomb Concrete Corp v Wexford Corp, 37 Mich App 423, 425; 195 NW2d 93 (1971) (<HOLDING>); Ragnone, supra at 265-266 (holding that when Options: A. holding a general appearance constitutes voluntary submission to the personal jurisdiction of the court B. holding that a party waives an objection by failing to request a ruling on the admissibility of the evidence before the district court C. holding that one of the effects of submitting to the courts jurisdiction by making a general appearance is that a party waives any objection to service of process D. holding that a party loses its right to contest default final judgment on grounds of defective service of process by entering general appearance unless it also contests service of process or raises issue of personal jurisdiction E. holding that partys label of appearance as general or special does not control and that a request for continuance is a form of relief that a party may seek only by submitting to the courts jurisdiction

assistant: The best answer is C. holding that one of the effects of submitting to the courts jurisdiction by making a general appearance is that a party waives any objection to service of process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that, if Sprague had appeared before him earlier, he would have already been in prison. Based on the totality of the circumstances, we are satisfied that petitioner appeared to prejudge Sprague on the basis of his criminal record. He also erred when he declared that if Sprague exercised his right to counsel the offer would be withdrawn. The commission has characterized petitioner’s actions as “conditioning] the plea agreement on [Sprague’s] waiver of his right to counsel[.]” Although this is an exaggerat 5, 95 S.Ct. 2525, 45 L.Ed.2d 562 (1975)). Although we commend the commission for its work in this case, we respectfully disagree with its finding that petitioner enga ngle case that arose during the course of a long and distinguished judicial career. Judge Pirraglia 218, 221 (1979) (<HOLDING>). We agree with the Maine Supreme Judicial Options: A. holding that the claimant committed willful misconduct when she did not return to work at the end of her leave and did not comply with her employers notification policy B. holding that claimant committed willful misconduct when she did not return to work at the end of her leave and did not comply with her employers notification policy C. holding that the district court did not err in failing to address the defendant personally to determine whether she understood the rights she was waiving by admitting that she violated the conditions of her probation D. holding that a judge committed misconduct when for six years she followed a course of judicial conduct that violated the legal and constitutional rights of the parties appearing before her E. holding that the employee was acting within the course of her employment when she died while returning from the workrelated session because her death occurred on a public highway which was brought within the scope of her employment by her employers requirement that she attend training at the state police academy

assistant: The best answer is D. holding that a judge committed misconduct when for six years she followed a course of judicial conduct that violated the legal and constitutional rights of the parties appearing before her
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 Originator agrees that Buyer may collaterally assign (and has collaterally assigned) all of its right, title and interest in, to and under the Transferred Receivables and this Agreement to the Administrative Agent (for the benefit of the Secured Parties) under the Funding Agreement, including its right to exercise the remedies set forth in Section 4.04 . Each Originator agrees that, prior to the Termination Date under the Funding Agreement, the Administrative Agent (for the benefit of the Secured Parties) may enforce directly, without joinder of Buyer, all of Buyer’s rights hereunder and all of the obligations of such Originator hereunder, including any obligations of such Originator set forth in Sections 4.04 , 5.01 and 6.14 , and that the Administrative Agent and the Secured Parties shall be third party beneficiaries of Buyer’s rights hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 120 S.Ct. at 1640. “[I]t is now well settled that statutory changes in the mode of trial or the rules of evidence, which do not deprive the accused of a defense and which operate only in a limited and unsubstantial manner to his disadvantage, are not prohibited.” Beazell v. Ohio, 269 U.S. 167, 170, 46 S.Ct. 68, 69, 70 L.Ed. 216 (1925). As the Supreme Court of Virginia has noted, the “rape shield” law was adopted to “limit or prohibit the admission of general reputation evidence as to the prior unchastity of the complaining witness, but ... [to] permit the introduction of evidence of specific acts of sexual conduct between the complaining witness and third persons in carefully limited circumstances.” Winfield, 225 Va. at 218, 301 S.E.2d at 19. Indeed, the Court furthe 77, 480-81 (1979) (<HOLDING>). We further note that in response to Pilcher’s Options: A. holding that the rape shield statute affects the use of character evidence to impeach witnesses and is therefore procedural in nature B. recognizing that the declaratory judgment act is procedural in nature and not an extension of federal court jurisdiction C. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial D. holding that a rape shield statute was not ex post facto when it barred evidence of a prior sexual relationship that was admissible before enactment of the statute E. holding that application of the rape shield law to a case in which the underlying events occurred prior to the enactment of the rape shield law was not a violation of the constitutional prohibition against ex post facto laws

assistant: The best answer is A. holding that the rape shield statute affects the use of character evidence to impeach witnesses and is therefore procedural in nature
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: Whitaker, the circuit court was required to give the jury a unanimity instruction. We disagree. In multiple-acts cases where several acts are alleged and any one of them could constitute the crime charged, the State must either elect the particular criminal act upon which it will rely for conviction, or the circuit court must instruct the jurors that all of them must agree that the same underlying-criminal act has been proved beyond a reasonable doubt. State v. Shinyama, 101 Hawai'i 389, 399, 69 P.3d 517, 527 (2003) (quoting State v. Jones, 96 Hawai'i 161, 170, 29 P.3d 351, 360 (2001)). However, a unanimity instruction is not required where a charged offense is based on a “single incident of culpable conduct.” See State v. Valentine, 93 Hawai'i 199, 208-09, 998 P.2d 479, 488-89 (2000) (<HOLDING>). Similarly, “no specific unanimity instruction Options: A. holding that because a jury need only agree that a defendant possessed a firearm in order to find a defendant guilty of violating 922g1 a unanimity instruction was not required where defendant was charged with one count of violating 922g1 and multiple firearms were listed in that count B. holding that a unanimity instruction was not required where evidence showed only a single episode between the defendant and a police officer during which the two allegedly engaged in a continuous struggle for possession and control of a firearm C. holding that the defendants possession of the firearm was not so fleeting as to warrant an instruction on temporary innocent possession D. holding that when the evidence shows that the defendant is guilty of premeditated and felony murder a jury instruction on unanimity is irrelevant E. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense

assistant: The best answer is B. holding that a unanimity instruction was not required where evidence showed only a single episode between the defendant and a police officer during which the two allegedly engaged in a continuous struggle for possession and control of a firearm
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive will be provided four (4) weeks’ paid vacation in each calendar year, to be accrued at a prorata monthly rate, and additional paid holidays and similar rights and privileges as are enjoyed generally by Company’s senior management executives. Vacation shall be subject to the Company’s policy and vacation days must be taken in accordance with the Company’s policy for senior management executives, as may be amended from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Amendment, each of the Loan Parties hereby releases and forever discharges the Administrative Agent, the Lenders and each of the Administrative Agent’s and the Lenders’ predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “ Lender Group ”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, in each case to the extent arising in connection with the Loan Documents or any of the negotiations, activities, events or circumstances arising out of or related to the Loan Documents through the date of this Amendment, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any of the Loan Parties may have or claim to have against any entity within the Lender Group.

assistant: Releases
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 and the Stockholder shall enter into a termination and release agreement to terminate the Stockholders Agreement, with effect from and after the Closing, which agreement shall include a mutual release by the Stockholder and the Company of the other party and their respective Affiliates from all liabilities or obligations arising under the Stockholders Agreement from and after the Closing; provided that, for the avoidance of doubt, such release will not extend to rights or obligations related to other contractual or fiduciary relationships or arrangements between or among the foregoing.

assistant: Releases
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 at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be of no force and effect to the extent of such invalidity, illegality or unenforceability, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

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: All headings contained in this Agreement are for reference only and will not limit, modify or affect the meaning or interpretation of this Agreement in any manner. Each Section and exhibit attached to this Agreement will be a part hereof, and all references to this Agreement will be deemed to include any such Sections and exhibits.

assistant: Headings
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: in all promotional material or labeling for Zyderm”). 11 . See, e.g., Michael, 46 F.3d at 1324—25; Martello v. Ciba Vision Corp., 42 F.3d at 1168-69; King v. Collagen Corp., 983 F.2d 1130, 1135 (1st Cir.) (op. of Torruella, J., joined by Aldrich and Campbell, JJ.), cert. denied, - U.S. -, 114 S.Ct. 84, 126 L.Ed.2d 52 (1993); see also Talbott v. C.R. Bard, Inc., 63 F.3d 25, 30-31 (1st Cir.1995) (adopting analysis of district court, which held implied warranty claim preempted); Mendes v. Medtronic, Inc., 18 F.3d 13, 18-19 (1st Cir.1994) (finding implied warranty claim preempted for Class III device not subject to PMA process); Duncan v. Iolab Corp., 12 F.3d 194, 195 (11th Cir.1994) (per curiam) (same for intraocular lens); cf. Feldt v. Mentor Corp., 61 F.3d 431, 437 & n. 9 (5th Cir.1995) Options: A. holding that under virginia law an implied warranty claim was not actionable against the plaintiff because there was no privity B. holding that the plaintiffs breach of express warranty claim was preempted because it would require a plaintiff to persuade a jury that the infuse device was not safe and effective contrary to the fdas approval but failing to address the fact that the fda did not approve the offlabel use C. holding that implied warranty claim relating to defective design was not preempted with respect to class iii device that had not undergone pma process and distinguishing michael on the ground that the device at issue in michael had undergone the pma process D. holding that the defendant was denied due process because the procedural rule was not followed in any respect by the trial court E. holding the implied warranty is implied in all residential leases in california

assistant: The best answer is C. holding that implied warranty claim relating to defective design was not preempted with respect to class iii device that had not undergone pma process and distinguishing michael on the ground that the device at issue in michael had undergone the pma process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are accepting these terms and using the services on behalf of a company , organization , government , or other legal entity , you represent and warrant that you are authorized to do so .

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: the jury only that § 841(b)(1)(C) requires “that death resulted from the use of [the] heroin.” J.A. 481, 486-87. Alvarado expressly objected both to the court’s denial of his proposed instructions and to the court’s decision to “use[ ] the statutory language only” in instructing the jury on this matter. J.A. 487. Whether or not the former objection was sufficient to preserve the issue, see Jones v. United States, 527 U.S. 373, 387, 119 S.Ct. 2090, 144 L.Ed.2d 370 (1999), in my.view, the latter objection, which Alvarado raised before the jury retired, effectively preserved for appeal the issue of whether the “results, from” instruction was adequate, notwithstanding Alvarado’s failure to object when the court later declined to elaborate on the meaning of the statutory language. See id. (<HOLDING>); Fed. R.Crim.P. 30(d), 51(b). In analogous Options: A. recognizing that a party that objects to a jury instruction before the jury retires may challenge the instruction on appeal B. recognizing that upon request the trial court may provide a limiting instruction to the jury C. holding good faith jury instruction is not necessary when the court has given an adequate specific intent instruction D. holding that a trial judge is obliged to give a correct jury instruction notwithstanding that request for instruction was technically erroneous if the evidence generates the subject matter of the jury instruction E. holding that when no objection was made to jury instruction evidence to support finding based on instruction should be assessed in light of the instruction given

assistant: The best answer is A. recognizing that a party that objects to a jury instruction before the jury retires may challenge the instruction on appeal
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 hereby affirms to Agent and the Lenders on the Effective Date that no Default or Event of Default has occurred and is continuing as of such date, after giving effect to this Amendment, the MSD Credit Agreement Amendment, the ABL Credit Agreement Amendment, the 2017 Notes Indenture, Closing Date ICA Amendment and the ABL-Notes Intercreditor Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier or electronic mail of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

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: This Agreement shall not be assigned without the prior written consent of the Company, the Subscriber and Borqs, and any assignment without such consent shall be null and void ab initio. Notwithstanding the foregoing, the Company and Borqs will not unreasonably withhold, delay or condition their consent to transfer and assign all or a proportion of the Subscriber’s obligations under this Agreement to an investor that is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an institutional “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and who otherwise is reasonably expected to be capable of satisfying the Subscriber’s obligations transferred to such assignee. Such assignee shall be entitled to receive a proportionate share of the Guarantee Escrow Shares based on the portion of the Subscriber’s obligations transferred to such assignee, as well as entitled to receive the rights and obligations of the Subscriber under the Registration Rights Agreement with respect to its Shares. Upon any such approved assignment by the Subscriber, such assignee shall be deemed to be the “Subscriber” under this Agreement (and the Registration Rights Agreement) with respect to the rights and obligations under this Agreement (and the Registration Rights Agreement) transferred to such assignee; provided, that each Subscriber shall be severally, and not jointly, liable for any breach of this Agreement or the Registration Rights Agreement. Notwithstanding the foregoing, in the event that an assignee does not fulfill its purchase obligations hereunder, the original Subscriber shall be secondarily responsible for fulfilling such purchase obligations, and the original Subscriber shall (i) be permitted to enforce this Agreement against such assignee on behalf of the Company, (ii) receive such defaulting assignee’s rights under this Agreement (including its share of the Guarantee Escrow Shares), and (iii) be entitled to seek any remedies against the defaulting assignee for such default to which it or the Company may be entitled under this Agreement, such assignment, at law or in equity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had been suppressed. Stated differently, the judgments would not have been supported without the evidence. However, courts have held that when there is no direct nexus between the alleged error and the judgment, defendants waive their right to appeal the alleged error by entering a plea of guilty or nolo contendere. See Ramirez v. State, 89 S.W.3d 222, 232 (TexApp.-Corpus Christi 2002, no pet.) (concluding that Ramirez waived right to complain about State’s failure to produce evidence that investigators had found no medical proof that Ramirez had sexually penetrated victim because lack of evidence of penetration had no nexus to guilt or innocence of offense charged, which was aggravated sexual assault by contact); Fountain v. State, 79 S.W.3d 72, 74 (TexApp.-Beaumont 2002, no pet.) (<HOLDING>); see also Guidry, 177 S.W.3d at 93-94 (holding Options: A. holding that it is clear that hearsay evidence is admissible in a hearing on a motion to suppress B. holding that a trial court can only consider admissible evidence in ruling on a motion for summary judgment C. holding that the defendant waived the right to challenge a suppression ruling on appeal D. holding that because judgment of youngs guilt was not rendered independently of trial courts ruling on motion to suppress evidence of offense and judgment would not be supported without that evidence error not waived by plea of guilty E. holding that appellant waived right to appeal ruling on motion to suppress evidence under young court noted that it was unclear from record what evidence fountain wanted suppressed but ultimately concluded that judgment was rendered on the independent testimony of deputy paske which was admissible

assistant: The best answer is E. holding that appellant waived right to appeal ruling on motion to suppress evidence under young court noted that it was unclear from record what evidence fountain wanted suppressed but ultimately concluded that judgment was rendered on the independent testimony of deputy paske which was admissible
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller and its Subsidiaries have timely filed all tax returns that are required to be filed by them and have timely paid all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. There are no Liens for Taxes, except for statutory liens for Taxes not yet due and payable.

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: years leading up to the lawsuit, and that such contacts can be considered collectively). 2. Forum Selection Clause Under Florida law — which is the minority view — “a contractual choice of forum clause designating Florida as the forum cannot serve as the sole basis for asserting in personam jurisdiction over an objecting, non-resident defendant.” McRae v. J.D./M.D., Inc., 511 So.2d 540, 544 (Fla.1987) (emphasis added). Such a clause may, however, be considered as a factor that weighs in favor of exercising personal jurisdiction over a nonresident defendant where other grounds exist to exercise such jurisdiction. See Armaly v. Practice Mgmt. Assocs., 533 So.2d 920, 922 (Fla. 2d DCA 1988); see also Desai Patel Sharma, Ltd v. Don Bell Indus., Inc., 729 So.2d 453, 454 (Fla. 5th DCA 1999) (<HOLDING>). Here, in addition to the contacts described Options: A. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant B. holding that court did not have personal jurisdiction over nonresident defendant where defendant assignee received patents from assignor over whom court had personal jurisdiction in part because the unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum state C. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction D. holding no personal jurisdiction over nonresident guarantor E. holding that a choice of law provision is not sufficient to confer personal jurisdiction over a nonresident defendant

assistant: The best answer is A. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant
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: Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of the Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

assistant: Confidentiality
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 purpose for which D.C.Code § 22-3202 [i.e., the relevant enhanced sentencing statute] was designed—to deter the increasing number of armed crimes within the District—would not be served by imposing lesser sentences on aiders and abettors of armed principals. Id. at 1128 (emphasis added). See also State v. White, 98 N.J. 122, 484 A.2d 691 (1984) (affirming the imposition of an enhanced sentence where the defendant planned that the robberies be effected by an accomplice with the use of a handgun); State v. Holmes, 451 So.2d 1175 (La.App. 1st Cir.1984) (permitting enhanced sentencing based on imputed possession because, under Louisiana law, co-conspirators are deemed to assent or commend whatever is done to further the common enterprise); Key v. State, 563 S.W.2d 184 (Term.1978) (<HOLDING>). Compare People v. Reed, 185 Cal.Rptr. 169, Options: A. recognizing innocent possession defense to a charge of criminal weapons possession B. holding that the defendants possession of the firearm was not so fleeting as to warrant an instruction on temporary innocent possession C. holding that possession of a pistol in public requires knowing possession D. holding that an unarmed participant had joint possession of a firearm through knowledge of possession by his partner E. holding that in a prosecution for possession of an unregistered firearm evidence of an armed robbery committed with the firearm was admissible

assistant: The best answer is D. holding that an unarmed participant had joint possession of a firearm through knowledge of possession by his partner
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 representations and warranties of KCG set forth in Section 3 of this Agreement shall be true and correct as of the date of this Agreement and as of the Subsequent Closing Date (except that the representations and warranties set forth in Section 3(c) shall be true and correct as of the Subsequent Closing Date only with respect to the Subsequent Closing Bats Shares).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, in each case material to its business and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, and none of such property is subject to any Lien except as permitted by Section 7.3.

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: “does not require ‘any particularity in connection with an averment of intent, knowledge or condition of the mind.’ ” In re GlenFed, Inc. Sec. Litig., 42 F.Bd 1541, 1547 (9th Cir.1994) (en banc) (quoting Walling v. Beverly Enters., 476 F.2d 393, 397 (9th Cir.1973)) (emphasis in GlenFed); Gottreich v. San Francisco Inv. Corp., 552 F.2d 866, 866-67 (9th Cir.1977) (sustaining con-clusory allegation that defendants “knew” their representations were false as sufficient to plead element of fraudulent intent). Rules 8(a) and 9(b) therefore preclude district courts from applying a heightened pleading for allegations of malice or fraudulent intent. Cf. Leatherman v. Tarrant County Narcotics Intelligence & Coordination Unit, 507 U.S. 163, 168, 113 S.Ct. 1160, 1163, 122 L.Ed.2d 517 (1993) (<HOLDING>). In federal court, a plaintiff may include a Options: A. holding that the fact that federal rule of civil procedure 9b requires a heightened pleading standard for some claims but not for a section 1983 claim against a municipality means that the rules do not require a heightened pleading standard for such a claim B. holding that federal courts could not impose heightened pleading requirement in civil rights cases alleging municipal liability because such requirement conflicted with rule 8 C. holding that rule 9bs heightened pleading requirement applies to allegations of mail and wire fraud used as predicate acts for a rico claim D. holding that district court could not apply florida statute requiring heightened pleading for punitive damages because statute conflicted with lenient requirements of rules 8 and 9b E. holding that a court may not apply a heightened pleading standard more stringent than the usual pleading requirements of rule 8 in civil rights cases alleging municipal liability under 1983

assistant: The best answer is B. holding that federal courts could not impose heightened pleading requirement in civil rights cases alleging municipal liability because such requirement conflicted with rule 8
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: is sought, see 18 U.S.C. § 2518(1)(b)(i), and the wiretap must not be a “subterfuge search,” actually directed at crimes other than those specified in the application, United States v. Marion, 535 F.2d 697, 700 (2d Cir.1976) (internal quotation marks omitted). Garrison argues that the wiretaps targeting him were not intended to develop evidence of drug crimes, as claimed, but actually a subterfuge for investigating the murder of “an Aurora confidential informant.” (ECF No. 611 at 2, 4, 35-38.) ’ | If true, this would be a material omission, supporting a Franks challenge. Thus, if Garrison wishes to attack the wiretap applications with' evidence outside of what the issuing judge considered, he must show he is entitled to a Franks hearing. See Oregon-Cortez, 244 F.Supp.2d at 1170-72 (<HOLDING>); see also United States v. McDowell, 520 Options: A. holding that art i 2 of the constitution requires that as nearly as is practicable one mans vote in a congressional election is to be worth as much as anothers B. holding that so much of the foreign judgment as attempts to affect the title to north carolina property is a nullity C. holding as much D. holding that the law in effect at the time a contract is made is as much a part of the contract as if incorporated therein E. recognizing that a stay is as much a refusal to exercise federal jurisdiction as a dismissal

assistant: The best answer is C. holding as much
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 modification, waiver, amendment, discharge or change of this Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, including without limitation, that certain letter of intent between Buyer and Seller dated December 16, 2015, are merged herein. Without limiting the generality of the foregoing, this Agreement alone fully and completely expresses the agreement between the parties and it is specifically understood that no oral representation is binding on Buyer, Seller or Lease Guarantor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The covenants, obligations, representations and warranties of Buyer and Seller contained in this Agreement, or in any certificate or document delivered pursuant to this Agreement, shall be deemed to be material and to have been relied upon by the parties hereto notwithstanding any investigation prior to Closing, and shall not be merged into any documents delivered in connection with Closing, and shall survive the Closing for eighteen (18) months from the Closing Date, except for the representations and warranties set forth in Sections 3.1, 3.2, 3.10, 3.12, 3.15, 3.18, 3.19, 3.20, 3.21, 3.23, 3.26, 3.28, 4.1, and 4.2 shall survive until thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters covered thereunder.

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: Unless the Committee provides otherwise at or after the grant date, the portion of each Award of Deferred Share Units that consists of freestanding Deferred Share Units, together with any Dividend Equivalents credited with respect thereto, will be subject to a Restriction Period. Except as otherwise determined by the Committee at the time of grant, and subject to the Participant’s continued Service with his or her Employer on such date, the Restriction Period with respect to Deferred Share Units shall lapse as provided in the Participant’s Award Agreement. In its discretion, the Committee may establish performance-based vesting conditions with respect to Awards of Deferred Share Units (in lieu of, or in addition to, time-based vesting) based on one more of the Performance Goals listed in Section 5(c) or other performance goal; provided that any Award of Deferred Share Units made to any Covered Employee that is intended to qualify as performance-based compensation under Section 162(m) of the Code shall be subject to the same restrictions and limitations applicable to Awards of Performance Shares and Performance Units under Sections 5(d) and 5(g), during a Performance Cycle selected by the Committee. The portion of each Award of Deferred Share Units that consists of Elective Deferred Share Units, together with any Dividend Equivalents credited with respect thereto, need not be subject to any Restriction Period and may be non‑forfeitable.

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: departure. Not only was there notice, but the Eighth Circuit has recently concluded that a similar statement in a PSR constituted notice that was sufficient under Rule 32(h). In Hawk Wing, 433 F.3d at 626, “the PSR stated, under the heading ‘Aggravating or Mitigating Circumstances,’ that ‘the defendant has an extensive criminal history for which no criminal history points were as signed.’ ” The court held that, even though the PSR did not affirmatively recommend an upward departure, the PSR satisfied Rule 32(h) because “the PSR included a specific ground that could form the basis for an upward departure — a criminal history for which no criminal history points were assigned .... ” Hawk Wing, 433 F.3d at 627; see also United States v. Anders, 899 F.2d 570, 573, 576-77 (6th Cir.1990) (<HOLDING>). The Eighth Circuit’s reasoning is sound Options: A. holding that uncharged conduct described in psr and which was discussed by the court at sentencing was sufficient to support an upward departure under 5k221 B. holding that notice must state the specific grounds for the departure C. holding that district court may find facts to support both factors by adopting psr D. holding that the district court violated fedrcrimp 32 by departing upward in sentence without notice and the psr identified no grounds for departure E. holding that there was sufficient notice when the psr listed factors for but did not recommend departure for one codefendant

assistant: The best answer is E. holding that there was sufficient notice when the psr listed factors for but did not recommend departure for one codefendant