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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To 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: During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Chief Operations Officer and Corporate Secretary . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority. The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer's bylaws. The Employer shall direct, control, and supervise the duties and work of the Founder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further compensation obligations to the Executive, other than for (i) payment of Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 90 days of the Date of Termination) and the timely payment or settlement of any other amount pursuant to the Other Benefits and (ii) treatment of all other compensation under existing plans as provided by the terms and rules of those plans.

assistant: Disability
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 services rendered by Employee under and during the term of this Agreement, Employee shall continue to receive his current salary, incentive pay, benefits, and any merit increases provided to other employees in his same compensation level to the extent consistent with applicable law and terms of applicable plans; provided, however, that the incentive pay may be adjusted (positively or negatively) based upon Employee’s performance as President of EDPA. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law. Subject to availability, Employee will be allowed to continue to use, on the same basis as Employee has used in the past, the Company’s corporate memberships in clubs and associations in further of his duties of EDPA and EDPA will bear all associated expenses with such usage.

assistant: Benefits
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: commissioners vote on whether they have “reason to believe” that a violation has occurred, 2 U.S.C. § 437g(a)(2). If four of the six commissioners find “reason to believe,” the FEC begins an investigation. Id. But if no majority finds “reason to believe,” the FEC dismisses the complaint, and the complainant may file a petition with the United States District Court for the District of Columbia. 2 U.S.C. § 437g(a)(8)(A). The doctrine of administrative remedies provides that no one is entitled to judicial relief for a supposed or threatened injury until the prescribed administrative remedy has been exhausted. McKart v. United States, 395 U.S. 185, 193, 89 S.Ct. 1657, 23 L.Ed.2d 194 (1969) (internal quotation marks omitted); see also Ester v. Principi 250 F.3d 1068, 1072 (7th Cir. 2001) (<HOLDING>),- The doctrine’s primary purpose is to avoid Options: A. holding that additional records submitted to the appeals council are part of the administrative record for judicial review B. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record C. holding that strong policy considerations compel us toward requiring requiring administrative process including the values of judicial economy agency autonomy accuracy and the need for a welldeveloped record for review D. holding that requiring notice and comment is not required where the record demonstrates that the agency in fact has had the benefit of petitioners comments E. holding that judicial review of decisions of military correction boards is review of the administrative record conducted under the administrative procedure act

assistant: The best answer is C. holding that strong policy considerations compel us toward requiring requiring administrative process including the values of judicial economy agency autonomy accuracy and the need for a welldeveloped record for review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any two counterparts, each of which, when executed, shall be deemed to be an original and both of which together shall constitute one and the same document; and such counterparts may be delivered to the other Party by facsimile.

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: The Borrower agrees to pay to KeyBank, the Agent, KCM and CONA for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated May 26, 2017 among the Borrower, KeyBank, KCM and CONA (the “ Agreement Regarding Fees ”). All such fees shall be fully earned when paid and nonrefundable under any circumstances.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement and understanding between the Company and Employee with respect to the subject matter hereof. This Agreement supersedes any prior agreement between the parties relating to the subject matter hereof. The terms of this Agreement may not be modified except by a writing duly executed by Employee and the Company. This Agreement may not be modified by e-mail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall promptly reimburse the Executive for all reasonable business expenses, including those for travel and entertainment, properly incurred by the Executive in the performance of his duties hereunder in accordance with policies established from time to time by the Company.

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: with an evidentiary basis for an exception. Accordingly, the Court finds that its grant of limited jurisdictional discovery does not infringe on sovereign immunity. IV. Conclusion As a final note, the Court would be remiss not to point out the Country of Curacao and the Kingdom of the Netherlands’ failure to comply with the procedures of the Court. The Country of Curacao and the Kingdom of the Netherlands waited to raise sovereign immunity until almost four months after Plaintiffs filed the amended motion for limited jurisdictional discovery. The Eleventh Circuit Court of Appeals, along with many courts of appeals around the country, looks disfavorably on “Defendants who abuse the pretrial process through such stalling .... ” See Skrtich v. Thornton, 280 F.3d 1295, 1306 (11th Cir.2002) (<HOLDING>); see also, e.g., Ungar, 402 F.3d at 293 Options: A. holding defendants waived right to raise qualified immu nity at pretrial proceedings B. holding that defendants are not entitled to qualified immunity C. holding that a defendant who fails to raise a specific issue as the basis for suppression in a motion to suppress to the district court has waived the right to raise that issue on appeal D. holding party may raise jurisdictional issue at any stage of proceedings E. holding that defendants have a right to counsel in criminal proceedings

assistant: The best answer is A. holding defendants waived right to raise qualified immu nity at pretrial proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Seller shall comply in all respects with all Laws applicable to it and the Pool Receivables, and preserve and maintain its organizational existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not and could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts all of which together shall constitute one agreement binding on each of the Parties. Each of the Parties may sign any number of copies of this Agreement. Each signed copy shall be deemed to be an original, but all of them together shall represent one and the same agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: Supreme Court clerk’s designated mailing address via United States Postal Service express mail. The properly addressed application arrived at the proper address at 9:05 a.m. on the last day of the filing period, as shown by a Postal Service receipt. The Michigan Supreme Court, however, did not docket the application until the next day — one day after the end of the filing period — and rejected the application as time-barred. Nearly one year later, Ross filed his federal habeas petition. The district court dismissed the petition as time-barred, even though it would have been timely, had the Michigan Supreme Court accepted Ross’s application for leave to appeal, thus tolling the AEDPA statute of limitations. Evans v. Chavis, 546 U.S. 189, 197, 126 S.Ct. 846, 168 L.Ed.2d 684 (2006) (<HOLDING>). The district court reasoned that AEDPA’s Options: A. holding that properly filed application for statecourt discretionary review tolls aedpa limitations period B. holding that the aedpa statute of limitations is not jurisdictional C. holding that a properly filed motion to reconsider under colo rcrim p 35b tolls the oneyear limitations period D. holding that suit filed within six years of assessment tolls the limitation period indefinitely E. holding that the charge was timely when filed within the statute of limitations period even though served after the period

assistant: The best answer is A. holding that properly filed application for statecourt discretionary review tolls aedpa limitations period
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower and Bank each have good and marketable title to all its respective properties and assets reflected on the financial statements referred to herein, except for (i) such assets as have been disposed of since said date as no longer used or useful in the conduct of business and (ii) items which have been amortized in accordance with GAAP applied on a consistent basis. There are no liens or any assets of the Borrower, the Bank or any other Subsidiaries other than as set forth in Section 6.2 hereof or as disclosed on Exhibit E .

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: as well as to the testimony of Joyce and Sam Celia which the trial judge accepted for purposes of the Cofield test. Thus, the major issue sub judice relates to the fourth part of Cofield, which mandates that the probative value of the evidence must not be outweighed by its apparent prejudice. The balancing of these factors is a delicate task for a trial judge. Williams, supra, 190 N.J. at 131-33, 919 A.2d 90; State v. Jenkins, 178 N.J. 347, 365-66, 840 A.2d 242(2004); State v. Hernandez, 170 N.J. 106, 127, 784 A.2d 1225 (2001). However, as with all 404(b) evidence, greater leeway is given when the evidence is proffered on the issue of motive, and there must be a “very strong” showing of prejudice to exclude evidence of a defendant’s motive. Covell, supra, 157 N.J. at 570, 725 A.2d 675 (<HOLDING>). See also Nance, supra, 148 N.J. at 389, 689 Options: A. holding trial court improperly instructed jury in trial for possession of cocaine base with intent to distribute that evidence of defendants similar acts of possession was admissible to show motive where motive was not element of crime charged and defendant did not contest motive B. holding that in a prosecution for lurking evidence of a prior act of lewdness by defendant was admissible to establish motive C. holding evidence of defendants prior drug use and heroin addiction admissible to establish defendants motive to commit robbery D. holding other crimes evidence admissible to show motive where motive was put in issue by defense at trial E. holding evidence of drug dealing at house where defendant was arrested admissible in feloninpossessionoffirearm prosecution to establish defendant had motive to carry weapon

assistant: The best answer is B. holding that in a prosecution for lurking evidence of a prior act of lewdness by defendant was admissible to establish motive
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 Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This RSU Agreement constitutes the entire agreement and understanding between us, and supersedes any prior agreement or understanding, relating to the subject matter of this RSU Agreement. You agree, by accepting this RSU Agreement, that the terms hereof are separate from and independent of any employment agreement or severance or similar agreement by and between you and the Company and that any terms thereof which might otherwise affect the terms hereof shall be inapplicable to this RSU Agreement, except as otherwise expressly provided herein.

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 case excerpt and choose the best holding from the options. Case excerpt: is denied. Judgment shall be entered accordingly. 1 In addition to opposing plaintiff’s motion for a preliminary injunction, defendant moves to dismiss based on lack of subject matter jurisdiction. Because the court will order more complete briefing on this issue, it declines to rule on the motion to dismiss here. See U.S. Ass’n of Importers of Textiles and Apparel v. United States Dep’t of Commerce, 413 F.3d 1344, 1348 (Fed. Cir. 2005) (“We see no abuse of discretion in the trial court’s decision to delay consideration of the government’s motion to dismiss until briefing was completed.”). 2 Prior to this motion for a preliminary injunction, there has been substantial litigation in this case. See Int’l Custom Prods., Inc. v. United States, 29 CIT _, _, 374 F. Supp. 2d 1311 (2005) (<HOLDING>); Int'l Custom Prods., Inc. v. United States, Options: A. holding that failure to follow specific amendment procedures rendered attempted amendment of bylaws null and void B. recognizing that orders entered after the passage of the fiveyear deadline requiring automatic dismissal are null and void for lack of jurisdiction C. holding that a garnishment proceeding could not proceed because the underlying judgment was null and void D. holding that proceedings involving a layperson representing a corporation are null and void ah initio E. holding customs notice of action reclassifying icps white sauce to be null and void

assistant: The best answer is E. holding customs notice of action reclassifying icps white sauce to be null and void
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: who are alleged to be vicariously liable. The plaintiffs point out, if the first sentence of the exclusion is interpreted to be all-inclusive, the second sentence is superfluous. In light of the insurer’s duty to define “exclusionary clauses in clear and explicit terms,” Homick, 511 N.W.2d at 374, we doubt that the clarifying language of the second sentence could properly be considered superfluous. In any event, notwithstanding our desire to interpret a policy so as not to render any part superfluous, “we will not do so when that [interpretation] is inconsistent with the structure and format of the [provision] and' when that [interpretation] is otherwise unreasonable.” Kibbee, 525 N.W.2d at 869. In the named driver exclusion, the fi ion does not create an ambiguity. See id. at 1234 (<HOLDING>). To the contrary, the second sentence confirms Options: A. holding exclusion was not ambiguous B. holding exclusion was harmless error C. holding location of named driver exclusion in endorsement did not make it ambiguous exclusion applied to all coverage afforded by the policy including the um coverage D. holding similar regulatory exclusion is not ambiguous and rejecting secondary suit construction E. holding second sentence of a nearly identical exclusion did not limit the scope of the exclusion

assistant: The best answer is A. holding exclusion was not ambiguous
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: Court’s opinion in Salinas. Accordingly, this case presents a situation similar to Miller v. Gammie, in which we held that “where the reasoning or theory of our prior circuit authority is clearly irreconcilable with the reasoning or theory of intervening higher authority, a three-judge panel should consider itself bound by the later and controlling Cir.1993)). The evidence at trial showed that Schoenberg collected protection money for the Erne on behalf ir.2002) (noting, in case of defendants convicted under §§ 1962(c) and (d) that, although the two are legally distinct crimes, “[t]he substantive RICO and RICO conspiracy counts required the defendants to be found guilty of at least two racketeering acts or predicate acts.”); United States v. Bennett, 44 F.3d 1364, 1374 (8th Cir.1995) (<HOLDING>). 4. Gavaldon’s challenge to Count Two: Not an Options: A. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim B. holding that plaintiffs cannot claim that a conspiracy to violate rico existed if they do not adequately plead a substantive violation of rico C. holding the fedrevid 801d2e requires proof of the conspiracy by a preponderance of the evidence and allows consideration of the offered declaration as part of the proof of the conspiracy D. holding that in addition to the elements of the substantive violation a rico conspiracy requires proof of the additional element of an agreement E. holding it is the mere agreement to violate rico that 1962d forbids it is not necessary to prove any substantive rico violations ever occurred as a result of the conspiracy without mentioning neibels limitations on who may be held liable for rico conspiracy which posit that conspiracy liability is dependent on potential substantive liability if the scheme were successfully completed

assistant: The best answer is D. holding that in addition to the elements of the substantive violation a rico conspiracy requires proof of the additional element of an agreement
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 will serve in the position of SVP, Chief Financial Officer and be considered a Tier 1 Officer. You will report to the Company’s Chief Executive Officer Richard Barasch, and assume and discharge such responsibilities as are commensurate with such position as your manager may direct. During your employment with the Company, you shall devote your full-time attention to your duties and responsibilities and shall perform them faithfully, diligently, and completely. In addition, you shall comply with and be bound by the operating policies, procedures, and practices of the Company including, without limitation, the Company’s Code of Conduct and Business Ethics, that are in effect during your employment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby; provided , that all such expenses incurred by the Partnership and its Subsidiaries in connection with this Agreement shall be paid by Buyer.

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: and quotation marks omitted). See also Dees v. Wilson, 796 F.Supp. 474, 475 (D.Kan.1992) (“A motion to reconsider is appropriate if the court has obviously misapprehended a party’s position, the facts, or mistakenly has decided issues not presented for determination.”). In addition, “arguments raised for the first time in a motion for reconsidera issues. Plaintiffs remaining arguments are new arguments or arguments offering supporting facts for which plaintiff has had ample opportunity to argue on prior occasions. These issues are again not properly before the court as they are arguments raised for the first time in plaintiffs motion to reconsider. Thus, the court declines to decide the merits of these arguments. See Van Skiver v. United States, 952 F.2d 1241, 1243 (10th Cir.1991) (<HOLDING>). In sum, plaintiff has not presented any Options: A. holding that reconsideration pursuant to rule 59 cannot be premised on the same arguments presented in the complaint and motions B. holding that reconsideration should not be granted where the moving party seeks to introduce additional facts not in the record on the original motion or advances new arguments or issues that could have been raised on the original motion C. holding that motions for reconsideration are not appropriate if the movant asks the court to hear new arguments or supporting facts that could have been presented originally D. holding that the court did not have jurisdiction to consider an argument not presented to the board in a motion for reconsideration E. holding that reconsideration may not be based on evidence and legal arguments that could have been presented at the time of the challenged decision

assistant: The best answer is C. holding that motions for reconsideration are not appropriate if the movant asks the court to hear new arguments or supporting facts that could have been presented originally
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: Ricketts has all requisite authority and power, authorizations, consents and approvals to enter into and deliver this Agreement and any other certificate, agreement, document or instrument to be executed and delivered by Ricketts in connection with the transactions contemplated hereby and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Ricketts and the performance by such Ricketts of its obligations hereunder and the consummation by Ricketts of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Ricketts. Ricketts does not need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or governmental authority in order for the Parties to execute, deliver or perform this Agreement or the transactions contemplated hereby.

assistant: Authority
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: prospective-only application. King v. Shelby Medical Center, 779 F.Supp. 157, 157 (N.D.Ala. December 18, 1991). Both Republican Senator John Dan-forth and Democratic Senator Edward Kennedy predicted that it would fall to the federal courts to determine the retroactivity issue. See 137 Cong.Rec. S15485 (daily ed. Oct. 30,1991) (statement of Sen. Kennedy); 137 Cong.Rec. S15483 (daily ed. Oct. 30, 1991) (statement of Sen. Danforth). The Second Circuit has yet to decide whether the Act should be applied retroactively. See Song v. Ives Laboratories, Inc., 957 F.2d 1041 (2d Cir.1992) (declining to address the retroactivity issue). District courts in this circuit have reflected the national trend, with a split of authority that generally favors non-retroactivity. See Croce, 786 F.Supp. 1141 (<HOLDING>); McLaughlin v. New York, 784 F.Supp. 961, 973 Options: A. holding retroactive application B. holding no retroactive application C. holding that the act is retroactive D. holding retroactive application of the act to prosecution that was pending before the effective date of the act was precluded because the act is prospective E. holding apprendi is not retroactive

assistant: The best answer is C. holding that the act is retroactive
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 execution, delivery and performance by Seller of this Agreement are not precluded or proscribed by, and will not, to Seller's Knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instrumentality, or (ii) result in a material breach of, or a material default under any agreement, mortgage, contract, undertaking or other instrument or document to which Seller is a party or by which Seller is bound or to which Seller or any portion of the Property is subject, other than required consents to assignment for any Service Contracts, Equipment Leases or Leases.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of [fee] agreements [for representation before the Court] is exclusively within the province of the Court.” R. at 3, 6. On December 2, 1998, the attorney appealed that BVA decision through other counsel. On June 29, 1999, the Secretary filed a motion in that appeal, seeking Court review of the fee agreement for the attorney’s representation before the Court in connection with the October 1991 Court remand in McCreary, supra. As a basis for his motion, the Secretary asserts that the Court’s review of the reasonableness of the fee agreement “may result in a prompt, favorable determination for the appellant which would moot this appeal and conserve judicial resources”; the Secretary cites In the Matter of the Fee Agreement of Mason, 13 Vet.App. 79, 86 (1999) (Mason Fee Agreement) (<HOLDING>). Motion at 2-3. On July 12, 1999, the attorney Options: A. holding that where attorney successfully represents a va claimant before this court the secretary is obligated under certain circumstances to pay directly to the attorney 20 of the pastdue benefits awarded on the basis of the claim or application for benefits underlying the issues successfully appealed to this court B. holding that the delivery of an eeoc decision to the former attorney of a claimant did not constitute notice to the claimant C. holding that the plain language of the regulations requires a claimant to have an intent to file a claim for va benefits D. holding that a claim based on an insurers failure to provide emergency benefits under state law is completely preempted because the factual basis of the complaint was the denial of reimbursement of plan benefits E. holding that a claimants failure to list an impairment either in her application for disability benefits or through her testimony disposes of the claim because the alj was under no obligation to investigate a claim not presented at the time of the application for benefits and not offered at the hearing as a basis for disability

assistant: The best answer is A. holding that where attorney successfully represents a va claimant before this court the secretary is obligated under certain circumstances to pay directly to the attorney 20 of the pastdue benefits awarded on the basis of the claim or application for benefits underlying the issues successfully appealed to this court
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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: Furnish to Holder or file with the Securities and Exchange Commission (“ SEC ”), within the time periods applicable to a non-accelerated filer under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), all annual and quarterly financial statements required to be contained in a filing with the SEC on Forms 10-K and 10-Q (or any successor form), and, with respect to the annual information only, (i) a report on the annual financial statements issued by BDO USA, LLP or other independent public accountants of recognized standing (which opinion shall be without a “going concern” explanatory note, other than an explanatory note solely related to the maturity of the Senior Notes hereunder, and without any qualification or exception as to the scope of the audit, it being agreed that the accountant’s expressing no opinion on the effectiveness of the Issuer's internal control or financial reporting is not a qualification or exception as to scope), and (ii) if at such time the Issuer is subject to the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, a report of such independent public accountants as to the Issuer’s internal controls required under Section 404(b) of the Sarbanes-Oxley Act of 2002, together with a certificate of such accounting firm to the Holder (but only to the extent the internal policies of such accounting firm allow such certificate to be provided) stating that in the course of the regular audit of the business of the Issuer and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, an Event of Default has occurred and is continuing, a statement as to the nature thereof.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that your participation in the service , including your creation or uploading of content in the service , does not make you a linden lab employee and that you do not expect to be , and will not be , compensated by linden lab for such activities , and you will make no claim inconsistent with these acknowledgements .

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: 1. Plaintiffs’ claims against the Carmel Defendants are barred by the doctrine of collateral estoppel. The Bankruptcy Court’s November 23,1999 intended action order concluded that even if the Carmel Defendants did take advantage of inside information, their purchase of the bondholders’ claims did not injure Plaintiffs. Plaintiffs did not appeal the Bankruptcy Court’s order and the proposed distribution to the bondholders went. forward. Plaintiffs are barred from relitigating the issue. Littlejohn v. United States, 321 F.3d 915, 923 (9th Cir.2003), cert. denied, — U.S. -, 124 S.Ct. 486, 157 L.Ed.2d 377 (2003) (<HOLDING>). 2. Plaintiffs’ claims against the trustee are Options: A. holding that collateral estoppel applies to 1983 claims B. holding collateral estoppel elements met considering changed circumstances in the context of an exception to the general rule of collateral estoppel C. holding that third exception to antiinjunction act permits federal courts to enjoin state court relitigation of matters finally adjudicated in federal court including matters that were not raised but could have been raised in federal proceeding D. holding that collateral estoppel bars relitigation of previously adjudicated matters E. holding that because relitigation of issue was barred by collateral estoppel res judicata determination of finality of judgment dismissed for lack of standing was not relevant

assistant: The best answer is D. holding that collateral estoppel bars relitigation of previously adjudicated matters
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 notice required or desired to be given regarding this Lease shall be in writing and may be given by personal delivery, by facsimile, by courier service, or by mail. A notice shall be deemed to have been given (i) on the third business day after mailing if such notice was deposited in the United States mail, certified or registered, postage prepaid, addressed to the party to be served at its Address for Notices specified in Section Q or Section R of the Summary (as applicable), (ii) when delivered if given by personal delivery, and (iii) in all other cases when actually received at the party’s Address for Notices. Either party may change its address by giving notice of the same in accordance with this Section 15.8, provided, however, that any address to which notices may be sent must be a California address.

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 case excerpt and choose the best holding from the options. Case excerpt: the same protection that was given to technical drawings before the enactment of the AWCPA. See H.R. Rep. No. 101-735 at 19 (1990), reprinted in 1990 U.S.C.C.A.N. 6935, 6952. C. Copyright Infringement I. Manufacturing of the MPG Travel Trailer The Defendant argues that the Plaintiff has not stated a claim for copyright infringement with respect to the Defendant’s use of copies of the Floor Plans to manufacture its MPG travel trailer. The Defendant asserts that even when a plaintiff holds a copyright in a graphic drawing of a useful article, others are not precluded from manufacturing and marketing the article itself. Gusler v. Fischer 580 F.Supp.2d 309, 315 (S.D.N.Y.2008); see also Niemi v. Am. Axle Mfg. & Holding Inc., No. 05-74210, 2006 WL 2077590, at *3 (E.D.Mich. July 24, 2006) (<HOLDING>). This is known as the useful article Options: A. holding that the manufacture of a machine from a copyrighted technical drawing is clearly not copyright infringement B. holding that the use of copies or derivatives of copies of copyrighted technical drawings to manufacture a machine did not constitute an act of copyright infringement C. holding that conversion and unjust enrichment claims were preempted by the copyright act since they were not qualitatively different from a copyright claim because they contained no extra element beyond those necessary to show copyright infringement D. holding that the two elements of a copyright infringement claim are 1 the plaintiff owns a valid copyright right and 2 the defendants copied constituent elements of the work that are original E. holding companies contributorily liable for copyright infringement for facilitating users transmissions of unauthorized digital copies of copyrighted works

assistant: The best answer is A. holding that the manufacture of a machine from a copyrighted technical drawing is clearly not copyright infringement
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: for outrageous conduct, that is, for acts done with a bad motive or with a reckless indifference to the interests of others.” Id. at 495, 587 A.2d at 705. (emphasis in original) We hold that the plaintiffs have adduced sufficient evidence of Tolino’s conduct in order to create a jury question on the issue of punitive damages. The determination of whether a person’s actions arise to outrageous conduct lies within the sound discretion of the fact-finder. See id. As set forth above, the evidence viewed in the required light would permit a jury to conclude that by Tolino’s own admission, he chased the Mowad vehicle at speeds at least double the posted speed limit, while following the Mowad vehicle at an unsafe distance. Lewis v. Miller, 374 Pa. Super. 515, 521, 543 A.2d 590, 592 (1988) (<HOLDING>). His conscious decision to chase the Mowad Options: A. holding that a fiftyday delay to conduct an investigation was reasonable as a matter of law B. holding that a court may conduct a fair use analysis as a matter of law where the facts are presumed or admitted C. holding that the defendant did not establish good faith as a matter of law D. holding conduct was wanton as a matter of law for traveling 75 mph in a 45 mph zone while racing on a windy road E. holding that it may be decided as a matter of law

assistant: The best answer is D. holding conduct was wanton as a matter of law for traveling 75 mph in a 45 mph zone while racing on a windy road
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: Assuming, without in any way deciding, that N.C.G.S. § 14-202.1(a) is a divisible statute, additional questions of North Carolina law must be resolved before defendant’s eligibility to seek the termination of his obligation to continue to register as a sex offender can be determined. Although this Court has held that proof that a touching occurred is not necessary for a finding of guilt for purposes of N.C.G.S. § 14-202.1(a) (1), see State v. Hartness, 326 N.C. 561, 567, 391 S.E.2d 177, 180 (stating that N.C.G.S. § 14-202.1(a)(l) does not require “the State [to] prove that a touching occurred”), and while the Court of Appeals has held that proof of a touching is not necessary for a finding of guilt under N.C.G.S. § 14-202.1(a)(2), see Hammett, 182 N.C. App. at 323, 642 S.E.2d at 459 (<HOLDING>); State v. Every, 157 N.C. App. 200, 207, 578 Options: A. holding that taking indecent liberties with a child is not a lesser included offense of statutory rape given the differing age elements B. holding that an indictment like that returned against defendant in this case did not suffice to permit a court to determine for purposes of the modified categorical approach that the defendant was convicted of the offense made punishable by ncgs 142021a2 C. holding that the state felony offense of taking indecent liberties with a child categorically constituted a crime of violence for purposes of the career offender sentencing guidelines D. holding military offense of indecent acts with a child must be done in presence of victim E. holding that the defendant did not need to have physically touched the victim in order to be convicted of taking indecent liberties with a child in violation of ncgs 142021a2

assistant: The best answer is E. holding that the defendant did not need to have physically touched the victim in order to be convicted of taking indecent liberties with a child in violation of ncgs 142021a2
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 contains the entire agreement between the parties with respect to Lively’s employment by Employer and the Bank and supersedes the Prior Agreement in its entirety. Each of the parties acknowledges that the other party has made no agreements or representations with respect to the subject matter of this Agreement other than those hereinabove specifically set forth in this Agreement.

assistant: Entire Agreements