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: specify a sentence to a term of imprisonment at or near the maximum term authorized.” See 28 U.S.C.A. § 994(h) (West Supp.1992). The career offender scheme of using a defendant’s criminal record in considering both his offense level and his criminal history under the Sentencing Guidelines bears a rational relationship to a legitimate governmental purpose — “to prevent repeat offenders from continuing to victimize society.” John, 936 F.2d at 766-67 n. 2. Consequently, Johns’ due process claim lacks merit. Id.; see also United States v. Erves, 880 F.2d 376, 379 (11th Cir.1989) (rejecting both procedural and substantive due process attacks on sentencing guidelines); United States v. Hawkins, 811 F.2d 210, 217 (3d Cir.), cert. denied, 484 U.S. 833, 108 S.Ct. 110, 98 L.Ed.2d 69 (1987) (<HOLDING>). Defendant’s equal protection claim is equally Options: A. holding that defendants sixth amendment right to trial by a jury was not violated by district courts reliance on his prior convictions for purposes of sentencing under the armed career criminal act B. holding that the armed career criminal designation based on prior convictions does not violate the sixth amendment under booker C. holding that a conviction for florida armed robbery is a crime of violence under the armed career criminal act D. holding sentencing enhancement scheme in armed career criminal amendment to 18 usca 1202a constitutional E. holding that application of armed career criminal enhancement falls within exception for prior convictions where facts were undisputed making it unnecessary to engage in further fact finding about a prior conviction

assistant: The best answer is D. holding sentencing enhancement scheme in armed career criminal amendment to 18 usca 1202a constitutional
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant agrees that should Landlord and Landlord’s Affiliates desire to consolidate all of their Leases with Tenant and Tenant’s Affiliates into one master Lease, Tenant shall cooperate with Landlord and Landlord’s Affiliates in so documenting such consolidation.

assistant: Cooperation
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 the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including, without limitation, a Change in Control); or (ii) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such proportionate substitution or adjustment, if any, as it deems equitable, including without limitation, adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) or any Sub-Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals); provided , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 12 shall be conclusive and binding for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Sykes v. Tx. Air Corp., 834 F.2d 488, 492-93 (5th Cir.1987) (noting an “absolute bar” against reviewing district court’s decision to remand under § 1452, whether the reasons are equitable or based on a lack of bankruptcy jurisdiction). However, there are limited circumstances under which we may review a remand order. See In re Shell Oil Co., 932 F.2d 1523, 1528 (5th Cir.1991) (“[Wjhere an exception to non-reviewability exists, an appellate court has jurisdiction to review the remand order.... ” (quotation marks and citation omitted)). The Supreme Court has held that provisions barring review do not apply if the district court exceeds its statutorily-defined' authority to remand. See, e.g., Thermtron Prods., Inc. v. Hermansdorfer, 423 U.S. 336, 351, 96 S.Ct. 584, 46 L.Ed.2d 542 (1976) (<HOLDING>). In Quackenbush v. Allstate Insurance Company, Options: A. holding that rule 11 sanctions imposed by district court remained in effect after case was remanded to state court upon a finding that district court lacked subject matter jurisdiction over the case B. holding that district court had supplemental jurisdiction over claims challenging administrative decision once case was properly removed based on original jurisdiction arising from constitutional claims C. holding that the district judge who remanded a properly removed case where there was diversity jurisdiction exceeded statutory authority when he remanded that case based on efficiency D. holding that rule 32 petition should have been granted where defendant was convicted in circuit court on indictment entered while case was on appeal from transfer order because circuit court lacked jurisdiction where we remanded the case to the juvenile court for further proceedings E. holding review appropriate where district court had remanded case for procedural defects after 30day time limit in 1447c had expired

assistant: The best answer is C. holding that the district judge who remanded a properly removed case where there was diversity jurisdiction exceeded statutory authority when he remanded that case based on efficiency
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: account registration requires you to submit to uber certain personal information , such as your name , address , mobile phone number and age , as well as at least one valid payment method ( either a credit card or accepted payment partner ) .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: a waiver of any breach of any provision of this agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this agreement .

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 legal provision and list the applicable contract clause categories. Provision: If any provision of the Certificate is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Certificate under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Certificate, such provision shall be stricken as to such jurisdiction or the Certificate, and the remainder of the Certificate shall remain in full force and effect.

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 notices, requests, consents, demands and other communications required or which any party desires to give under this Agreement shall be in writing and shall be deemed sufficiently given or furnished if delivered by personal delivery, by facsimile, by nationally recognized overnight delivery service with proof of delivery, or by registered or certified United States mail, postage prepaid, at the addresses below (unless changed by similar notice in writing given by the particular party whose address is to be changed).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Any and all payments by or on behalf of each Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any of the other Loan Documents shall be made, in accordance with Section 2.12 or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, assessments, fees, charges or withholdings, and all liabilities with respect thereto, excluding , in the case of each Lender and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non‑excluded taxes, levies, imposts, deductions, assessments, fees, charges, withholdings and liabilities in respect of payments hereunder or under any of the other Loan Documents being hereinafter referred to as “ Taxes ”). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any of the other Loan Documents or any other documents to be delivered hereunder or thereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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 legal provision and list the applicable contract clause categories. Provision: The representations and warranties contained in this Section 3 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 3 not misleading. The disclosures contained in the SEC Reports do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in the SEC Reports not misleading.

assistant: Disclosures
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 Company Stockholder’s obligations under Section 3.1 above shall be conditioned upon the Transaction Agreement and the Transactions contemplated thereby being in conformance in all material respects with the Transaction Agreement attached hereto as Exhibit A , including with respect to the Franklin/MacKay Debt Exchange, and the ownership percentage of New Sailfish Common Stock by the former Sailfish stockholders upon consummation of the Transactions being no less than 37%.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 10.09(b) . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

assistant: Venues
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: prong, nothing in Freeman suggests that Freeman’s agreed range was outside of the applicable range, or that it arose from a departure or variance. Freeman’s sentence thus satisfied “the second of § 3582(e)(2)’s conditions” because the amendment had “ ‘the effect of lowering [his] applicable guideline range.’ ” Id. at 2700 (Sotomayor, J., concurring in the judgment) (quoting U.S.S.G. § 1B1.10(a)(2)(B)). But Pleasant’s circumstances differ from Freeman’s because Pleasant’s “agreed sentence [was] outside the applicable guideline range.... ” U.S.S.G. § 6B1.2. In short, Freeman only addressed when a sentence is “based on” a subsequently amended sentencing range, and its holding does not control the question presented in this appeal. See United States v. Ware, 694 F.3d 527, 534 (3d Cir.2012) (<HOLDING>); see also Freeman, 131 S.Ct. at 2701 (Roberts, Options: A. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance B. holding that what is important is not simply that the element at issue is defined in terms of what it does but that the term as the name for a structure has a reasonably well understood meaning in the art C. holding the sixth amendment applicable to the states through the fourteenth amendment D. holding that the meaning of the term based on and hence the holding of freeman is simply not germane to 1b110a2s requirement that the amendment have lowered the defendants applicable guideline range E. holding that the lowering requirement of 3582c2 is identical to the requirement in ussg ib 110a2 that the amendment to the guidelines have the effect of lowering the defendants applicable guideline range

assistant: The best answer is D. holding that the meaning of the term based on and hence the holding of freeman is simply not germane to 1b110a2s requirement that the amendment have lowered the defendants applicable guideline range
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ’ a two month window in which Plaintiffs counsel could have filed suit, I will exclude the prejudgment interest for an approximately two year period of time from January, 1999 to January, 2001. I will, however, grant prejudgment interest covering the time between January 1997 to January 1999 and January 2001 to July 2002, totaling $14,706.00. B. Negative Tax Consequences Plaintiff requests damages to compensate him for the negative tax impact of receiving the backpay award in a lump sum rather than over time as if he had remained employed with CCH. The Third Circuit has never specifically addressed the issue of whether damages should be awarded to compensate for the negative tax consequences from an ADEA backpay award. See Gelof v. Papineau, 829 F.2d 452, 455 n. 2 (3d Cir.1987) (<HOLDING>); see also Becker v. ARGO Chem. Co., 15 Options: A. holding that question regarding district courts decision on summary judgment was moot in light of jury verdict negating another element of the claim B. holding that the issue of defendants actual knowledge should not be resolved on summary judgment but should be left to the trier of fact C. holding that where the meaning of the jurys verdict was not clear in light of the trial courts jury instructions the court of appeals erred in directing entry of judgment for respondent the case should have been remanded to the trial judge who was in the best position to pass upon the question of a new trial in light of the evidence his charge to the jury and the jurys verdict D. holding that when an attorney fee award is made under a statute that does not define reasonable the award should be determined in light of all cetreumstances emphasis added E. holding in light of defendants concession that the judgment should properly include the negative tax impact of a lump sum payment as an element of damages we do not address the question of whether such an award should be made in all backpay cases

assistant: The best answer is E. holding in light of defendants concession that the judgment should properly include the negative tax impact of a lump sum payment as an element of damages we do not address the question of whether such an award should be made in all backpay cases
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 previous year). Connecticut, citing two decisions of the Ninth Circuit, argues that this oversight is inadequate. We disagree. Regular reports based on “transaction-specific data” are precisely what the Ninth Circuit held sufficient to comply with FERC’s oversight obligations. California ex rel. Lockyer v. FERC, 383 F.3d 1006, 1014 (9th Cir.2004). By contrast, both we and the Ninth Circuit have held that FERC violates its oversight duty when it imposes no reporting requirements on generators and instead resorts to “largely undocumented reliance on market forces as the principal means of rate regulation.” Farmers Union Cent. Exch., Inc. v. FERC, 734 F.2d 1486, 1508 (D.C.Cir.1984) (footnote omitted); see also Pub. Util. Dist. No. 1 v. FERC, 471 F.3d 1053, 1082 (9th Cir.2006) (<HOLDING>), aff'd, — U.S. -, 128 S.Ct. 2733, 171 L.Ed.2d Options: A. holding that ferc could not defer to bilateral energy contract without adopting any monitoring mechanism B. holding that government approval of a subcontract terms giving subcontractor a right to a direct appeal to the department of energy board of contract appeals among other things manifested intent C. holding that person who is not party to contract does not have standing to challenge contract D. holding that the plaintiff could bring an action for negligent misrepresentation although the plaintiff could not sue on the contract because the contract was void E. holding that a termination of a government contract does not constitute a taking of the plaintiffs property without just compensation or without due process of law

assistant: The best answer is A. holding that ferc could not defer to bilateral energy contract without adopting any monitoring mechanism
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 is a product of negotiations among representatives of, and has been reviewed by counsel to, the Notes Agent, the ABL Agent, each Initial Additional First Lien Agent, the Company, and the Company Subsidiaries and is the product of those Persons on behalf of themselves and the First Lien Claimholders (in the case of the Notes Agent and each Initial Additional First Lien Agent) and the ABL Claimholders (in the case of the ABL Claimholders). Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party or other Person merely by virtue of that party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement and of any of its specific provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall maintain insurance in at least such amounts and against at least such risks as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost effective basis.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall indemnify, defend, and hold harmless the Consultant from any claims or liabilities (including costs and attorney’s fees) arising out of or in connection with the Consulting Services hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (with the exception of the Relocation Expense Reimbursement Agreement and the Offer of Employment Letter dated March 7, 2016) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

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: its burden by pointing out the absence of evidence supporting the nonmoving party’s case. Stults v. Conoco, Inc., 76 F.3d at 656; National Association of Government Employees v. City Public Service Board, 40 F.3d 698, 712 (5th Cir.1994); and Latimer v. Smithkline & French Laboratories, 919 F.2d 301, 303 (5th Cir.1990). 42 . See Anderson v. Liberty Lobby, Inc., 477 U.S. at 249-50, 106 S.Ct. at 2510-11; Matsushita Electrical Industrial Co., Ltd. v. Zenith Radio Corporation, 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986); Lavespere v. Niagara Machine & To hat only those portions of an expert witness’s affidavit that provided admissible opinion evidence could be considered for summary judgment purposes); Duplantis v. Shell Offshore, Inc., 948 F.2d 187, 192 (5th Cir.1991), (<HOLDING>); Martin v. John W. Stone Oil Distributor, Options: A. holding courts review motion for summary judgment in light most favorable to nonmovant B. holding that affidavits that are conclusory and based on hearsay can not be used to oppose motion for summary judgment C. holding that summary judgment was appropriate when no reasonable factfinder could have found for the nonmovant D. holding that unauthenticated documents cannot be considered at summary judgment E. holding that a nonmovant could not oppose a summary judgment motion with an unauthenticated letter

assistant: The best answer is E. holding that a nonmovant could not oppose a summary judgment motion with an unauthenticated letter
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: community as a whole ..., but benefits instead primarily a definite segment thereof, namely, the funeral service industry by providing for it competently trained personnel”); Milward v. Paschen, 16 Ill.2d 302, 157 N.E.2d 1, 6 (1959) (denying tax exemption to foundation that “serve[d] mortuary profession[] and [was] designated to bring greater commercial success to that profession”); Winona Sch. v. Department of Revenue, 211 Ill.App.3d 565, 156 Ill.Dec. 47, 570 N.E.2d 523, 527 (1991) (denying real-estate tax exemption to operator of private photography school because operator “did not provide[ ] comprehensive course of study”), cert. denied, 141 Ill.2d 562, 162 Ill.Dec. 511, 580 N.E.2d 137 (1991); American Ass’n of Cereal Chemists v. County of Dakota, 454 N.W.2d 912, 915-16 (Minn.1990) (<HOLDING>); Nebraska State Bar Found. v. Lancaster County Options: A. holding that to be exempt from property tax as a public or charitable use the property must meet the american museum test B. holding that a charitable organizations religious purposes will not remove it from the purview of a property tax exemption C. holding american association of cereal chemists and american phytopathological society was not entitled to realestate tax exemption as seminaries of learning even though their primary purpose was educational because the offerings were restricted to the limited area the organizations promote D. holding that cemetery owned and operated by association of churches was not entitled to unemployment compensation tax exemption because services it provided were the same as those of secular cemeteries and therefore its primary purpose was not religious E. holding that the tax was indirect even though the recipient could not shift the tax to others

assistant: The best answer is C. holding american association of cereal chemists and american phytopathological society was not entitled to realestate tax exemption as seminaries of learning even though their primary purpose was educational because the offerings were restricted to the limited area the organizations promote
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: federal court when res judicata or collateral estoppel acts as an affirmative defense to that action, on the reasoning that "federal jurisdiction exists only when a federal question is presented on the face of the plaintiff's properly-pleaded complaint.” While we recognize that the All Writs Act is utilized as a tool to effectuate the relitigation exception to the Anti-Injunction Act, which deals with the underlying principles of res judicata and collateral estoppel, we note that those principles are not asserted as a defense, but rather as the federal claim presented in Liberty Mutual's petition for injunctive relief under the All Writs Act. 7 . Although we rely upon federal law in analyzing the collateral estoppel issue, see Jaramillo v. Burkhart, 999 F.2d 1241, 1245 (8th Cir.1993) (<HOLDING>), it is irrelevant whether we apply federal Options: A. holding that state law controls whether issues decided in a prior state court action are entitled to preclusive effect and setting forth the elements of collateral estoppel under washington law B. holding that to determine collateral estoppel effect of a federal civil rights action fjederal law governs the preclusive effect of a claim arising under federal law C. holding in a res judicata case that fjederal law determines the preclusive effect of a prior federal judgment D. holding that federal rules of res judicata and collateral estoppel determine preclusive effect of prior federal ftca judgments even though liability is based on state law E. holding that federal law governs res judicata effect of an earlier federal judgment based on federal law

assistant: The best answer is B. holding that to determine collateral estoppel effect of a federal civil rights action fjederal law governs the preclusive effect of a claim arising under federal law
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 Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly maintained by Persons similarly situated; and (b) within ten days of any Lender’s written request, furnish to such Lender such information about such Company’s insurance as that Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to such Lender and certified by a Financial Officer of such Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All action on the part of Releasee, necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Releasee hereunder has been taken. This Agreement, when executed and delivered by Releasee, will constitute a valid and legally binding obligation of Releasee, enforceable against Releasee in accordance with its terms.

assistant: Authorizations
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 debtors to several different federal government agencies against the debtors’ rights to IRS excise tax refunds); In re Turner, 84 F.3d 1294, 1296, 1298 (10th Cir.1996) (permitting setoff of a debt owed by the debtors to the SBA against the debtors' right to payments owed to them by the Agricultural Stabilization and Conservation Service). 5 . See Alexander v. Commission, Internal Rev. Serv. (In re Alexander), 225 B.R. 145, 148 (Bankr.W.D.Ky.1998) (listing cases and siding with the majority position); but see In re Bourne, 262 B.R. 745, 752-54 (Bankr.E.D.Tenn.2001) (listing cases on both sides of the issue). 6 . See In re Bourne, 262 B.R. 745, 752 (Bankr. E.D.Tenn.2001). 7 . Id. (citations omitted). 8 . 262 B.R. at 756; see also In re Shortt, 277 B.R. 683, 692 (Bankr.N.D.Tex.2002) (<HOLDING>); In re Pigott, 330 B.R. 797 Options: A. holding that an anticipated tax refund was property of the bankruptcy estate as of the date the bankruptcy case was filed B. holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted C. holding that the trial court lacked authority to order a refund where the defendants case did not meet the specific statutory requirements authorizing a refund D. holding that a refund may include additional taxes paid after the filing of a refund claim so long as the total does not exceed the portion of tax paid prior to the administrative claim E. holding that a taxpayer only has a refund right after the irs has credited the refund to other underpaid taxes therefore the refund was not part of the bankruptcy estate

assistant: The best answer is B. holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted
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: 307, 324, 99 S.Ct. 2781, 2792, 61 L.Ed.2d 560 (1979); United States v. Martin, 920 F.2d 345, 348 (6th Cir.1990), cert. denied, — U.S. —, 111 S.Ct. 2038, 114 L.Ed.2d 122 (1991). The Court must review the evidence in the light most favorable to the prosecution to determine if each element of the crime was established beyond a reasonable doubt. Id. The fact that the evidence was circumstantial does not render it insufficient. Spalla v. Foltz, 788 F.2d 400, 402 (6th Cir.), cert. denied, 479 U.S. 935, 107 S.Ct. 410, 93 L.Ed.2d 362 (1986). Furthermore, “[i]t is the province of the factfinder ... to weigh the probative value of the evidence and resolve any conflicts in the testimony.” Neal v. Morris, 972 F.2d 675, 679 (6th Cir.1992); see also Brown v. Davis, 752 F.2d 1142, 1147 (6th Cir.1985) (<HOLDING>). The elements of second-degree murder are (1) Options: A. recognizing great deference due district courts credibility findings because it alone can observe variations in demean or and voice bearing on witness veracity B. holding the resolution of questions regarding credibility and the weight given to testimony is a function of the family court judge who heard the testimony C. holding that the jurys resolution of questions of credibility and demean or is entitled to special deference D. holding that the credibility determinations of hearing officers are afforded special deference E. recognizing aljs credibility assessment is entitled to great weight and deference

assistant: The best answer is C. holding that the jurys resolution of questions of credibility and demean or is entitled to special deference
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: Savient shall be responsible for the cost of and all losses associated with any recall or product withdrawal or modification; provided, however, that to the extent that any such recall or product withdrawal is due to the gross negligence or willful misconduct on the part of Enzon, then Enzon shall reimburse Savient for all direct costs associated with such recall or withdrawal, in addition to any other rights or remedies Savient may have, but in any case only to the extent attributable to Enzon. Enzon shall reasonably cooperate with Savient in connection with any recall, withdrawal, or modification, at the expense of Savient except as otherwise provided for herein. Savient shall share with Enzon all relevant information relating to any such recall, withdrawal, or modification. In addition, Savient shall also promptly and fully detail for Enzon any Product complaints or Field Alerts it receives insofar as any such complaints relate to the Services rendered by Enzon hereunder. Enzon shall cooperate with Savient to report any adverse events of which it becomes aware in accordance with the terms of the Quality Agreement. Enzon shall only be responsible for the testing and protocols set forth in the Work Plan and Exhibits A and B, as applicable, and Savient is responsible for all other testing and protocols.

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 case excerpt and choose the best holding from the options. Case excerpt: faith in the performance of contracts.’ ” Dick Broad. Co. of Tenn. v. Oak Ridge FM, Inc., 395 S.W.3d 653, 660 (Tenn. 2013) (quoting Wallace v. Nat’l Bank of Commerce, 938 S.W.2d 684, 686 (Tenn. 1996)). “As a result of this covenant, each contracting party promises to per form its part of the contract in good faith and, in return, expects the other party to do the. same.” Goot v. Metro. Gov’t of Nashville & Davidson Cty., No. M2003-02013-COA-R3-CV, 2005 WL 3031638, at *7 (Tenn. Ct. App. Nov. 9, 2005). “To avoid the imposition o A.2d 1121, 1132 (2001) (reversing grant of summary judgment to defendant with unilateral pricing authority under contract because of potential for evidence of lack of good faith); CHI of Alaska, Inc. v. Emp’s Reinsurance Corp., 844 P.2d 1113, 1121 (Alaska 1993) (<HOLDING>); Cobb v. Ironwood Country Club, 233 Options: A. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract B. holding that unilateral right to select independent counsel is subject to the implied covenant of good faith and fair dealing C. holding that negligence alone is not sufficient to constitute a breach of the implied covenant of good faith and fair dealing owed to insureds D. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract E. recognizing that evidence of breach of implied covenant of good faith and fair dealing may support punitive damages

assistant: The best answer is B. holding that unilateral right to select independent counsel is subject to the implied covenant of good faith and fair dealing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: allegations regarding counter-defendants’ anticompetitive conduct underlying its antitrust claims. (See Counter-P. Mem. 27-29.) Although counter-defendants argue that dismissal of Lime Wire’s federal antitrust counterclaims deprives the Court of subject matter jurisdiction over the state law claims, it is well settled that a Rule 12(b)(6) dismissal of a federal counterclaim does not impact a court’s authority to exercise supplemental jurisdiction under § 1367(a). See Nowak v. Iron-workers Local 6 Pension Fund, 81 F.3d 1182, 1187 (2d Cir.1996) (affirming district court’s exercise of supplemental jurisdiction over state law claim, even though federal claim had been dismissed pursuant to Fed.R.Civ.P. 12(b)(6)); Sea-Land Service, Inc. v. Lozen Int’l, LLC, 285 F.3d 808, 814 (9th Cir.2002) (<HOLDING>). Accordingly, despite dismissing Lime Wire’s Options: A. holding that debtor did not prove that defendant creditors violated automatic stay under 11 usc 362a with respect to their actions in a state court lawsuit because the creditors actions involved a counterclaim that debtor asserted and were in response to that counterclaim B. holding that where counterclaim arises out of same transaction alleged in plaintiffs complaint is not barred by a running of the statute of limitations thereafter rather statute of limitations is suspended until counterclaim is filed C. holding that trial court did not abuse its discretion in severing defendants counterclaim after summary judgment was granted as to plaintiffs claim D. holding that counterclaim is within jurisdictional limits of 1367a E. holding that district court did not abuse its discretion in considering merits of state law counterclaim that formed part of the same case as federal counterclaim even though court had dismissed federal counterclaim quoting 28 usc 1367a

assistant: The best answer is E. holding that district court did not abuse its discretion in considering merits of state law counterclaim that formed part of the same case as federal counterclaim even though court had dismissed federal counterclaim quoting 28 usc 1367a
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 Employment Period, the Company shall pay Executive an annual base salary in the amount of $450,000 (the “ Annual Base Salary ”), payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. Executive’s Annual Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Board or its executive compensation and option committee (the “ Compensation Committee ”), be increased at any time or from time to time, but may not be decreased from the then current Annual Base Salary without Executive’s prior written consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee’s annual base salary for all services rendered shall initially be One Hundred Eighty Five Thousand and 00/100 Dollars ($185,000.00) (less applicable taxes and withholdings) payable in accordance with the Bank’s customary payroll practices as they may exist from time to time (“ Base Salary ”). The Employee’s Base Salary may be reviewed and increased by the Bank at its sole discretion, in accordance with the Bank’s policies, procedures and practices as they may exist from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Corporate Secretary, and any notice to the Grantee shall be addressed to said Grantee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class registered mail, postage and fees prepaid, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

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: rationales that might support the agency action. And once in court, Forest Guardians could expect that, under Chenery, the Forest Service would be limited to defending the project on the basis of the administrative rationale. Our holding is even stranger when considered in light of some of our other prece dents involving projects approved during the transitional period. Between 2000 and 2004, the Forest Service approved a number of forest projects, using the criteria of the 1982 rules. After this court held that the “best available science” standard of the 2000 transitional rules was applicable to these projects, the Forest Service began to defend these agency decisions under the new standard. See Ecology Center, Inc. v. U.S. Forest Service, 451 F.3d 1183, 1195 (10th Cir.2006) (<HOLDING>). In Utah Environmental Congress v. Troyer, a Options: A. holding that a court is to factor an insurers dual role into its review under the arbitrary and capricious standard though the standard remains arbitrary and capri cious B. holding that traditional allocation of burden of proof to the party challenging the decisions applies to decisions under the tca C. holding that when the forest service made transitionperiod decisions under the 1982 rules rather than the best available science standard those decisions were arbitrary and capricious D. holding that this court is not bound by decisions of the appellate division or the third circuit even where those decisions concern the same parties and legal issues E. holding that court may set aside lsc decisions that are arbitrary and capricious or are not based on substantial evidence

assistant: The best answer is C. holding that when the forest service made transitionperiod decisions under the 1982 rules rather than the best available science standard those decisions were arbitrary and capricious
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: issue in controversy.” Fidelity, 48 F.3d at 133. Moreover, in vigorously opposing Hildebrand’s claims in this suit, Lewis is undoubtedly “aligned against” Hildebrand and defending “a course of conduct” which Hildebrand attacks. Smith, 354 U.S. at 95, 77 S.Ct. 1112. This, in turn, compels the conclusion that Iron Works is properly aligned as a defendant, as initially pled in the complaint. Accordingly, because Hildebrand and Iron Works are both Virginia citizens, Lewis’ motion to dismiss for lack of subject matter jurisdiction must be granted. This conclusion in no way impairs Hildebrand’s right to seek vindication of any of her asserted Virginia corporate rights in the appropriate state forum. An appropriate Order will issue. 1 . See DeBauche v. Trani, 191 F.3d 499, 505 (4th Cir.1999) (<HOLDING>) (citing Conley v. Gibson, 355 U.S. 41, 47-48, Options: A. holding that where the defendant was in default the district court correctly accepted the fact allegations of the complaint as true B. recognizing that the allegations of the complaint must be accepted as true on a threshold motion to dismiss C. holding that when deciding a motion for judgment on the pleadings the court must construe the material allegations in the complaint in favor of the nonmoving party as true D. holding that for purposes of a class certification motion the court must accept as true all factual allegations in the complaint and may draw reasonable inferences therefrom E. holding that for the purposes of deciding a motion to dismiss courts take allegations as true unless contradicted by documentary evidence from the exhibits attached to the complaint

assistant: The best answer is B. recognizing that the allegations of the complaint must be accepted as true on a threshold motion to dismiss