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 Lenders shall have received the Form 10-K for the Borrower filed for the fiscal year ended December 31, 2016 and Form 10-Q for the Borrower filed for the fiscal quarter ended March 31, 2017 (which financial statements were deemed delivered when filed with the SEC).

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 case excerpt and choose the best holding from the options. Case excerpt: of its product as "patented” was a mismarking. Kor-CT is therefore inapposite to the issue before this Court' — i.e., whether a product marked with multiple patent numbers, some of which are not applicable, is an "unpatent-ed” article. 1 . During the May Docket Call, the Court denied in part Pro Patch’s Motion in Limine (Document No. 53) with respect to Pro Patch's personal jurisdiction defense, which the Court determined to have been waived. See PaineWebber Inc. v. Chase Manhattan Private Bank (Switz.), 260 F.3d 453, 460 (5th Cir.2001) ("[A] party may waive any jurisdictional objections if its conduct does 'not reflect a continuing objection to the power of the court to act over the defendant's person.’ ”); Schwartz v. M/V Gulf Supplier, 116 F.Supp.2d 831, 835 (S.D.Tex.2000) (<HOLDING>). The Court carried the motion with respect to Options: A. holding that defendant waived personal jurisdiction defense by waiting nine months to bring a motion to dismiss during which time it engaged in a considerable amount of pretrial activity B. holding that defendant waived defense by failing to raise it during the nineyear life of the case and waiting until after judgment to bring it up C. holding that immediate right to appeal lies from denial of motion to dismiss for lack of personal jurisdiction D. holding that the defendant waived any argument on the issue by failing to oppose a motion to dismiss E. holding that a defendant that invokes the jurisdiction of a court as a plaintiff waives its personal jurisdiction defense in all actions related to the claim for which it invoked the courts jurisdiction

assistant: The best answer is A. holding that defendant waived personal jurisdiction defense by waiting nine months to bring a motion to dismiss during which time it engaged in a considerable amount of pretrial activity
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: requests. In light of State Farm’s position that it would not pay the claims until Tampa Chiropractic produced the documents, Tampa Chiropractic was forced to file suit seeking a declaratory judgment. In its answer to the counterclaim, State Farm maintained its position that it could, in fact, predicate payment on Tampa Chiropractic’s provision of the documents. By the time the summary judgment hearing took place, however, State Farm had paid the disputed claims and changed its position regarding its entitlement to the documents. If State Farm indeed paid the medical bills after Tampa Chiropractic filed its counterclaim, this constitutes a confession of judgment, entitling Tampa Chiropractic to attorney’s fees. Cf. Bassette v. Standard Fire Ins. Co., 803 So.2d 744 (Fla. 2d DCA 2001) (<HOLDING>); see also Jerkins, 982 So.2d at 18 (holding Options: A. holding that insured may recover from its insurer any attorney fees incurred in successfully attempting to force the insurer to defend an action against the insured B. holding that attorneys fees were properly awarded where insured successfully brought declaratory judgment action seeking declaration that she was not required to execute authorizations for insurer to secure her medical records where insurer had previously advised the insured it would deny coverage if she refused to execute such authorizations C. holding that when the insured brings an action for a declaration of coverage and prevails absent a bad faith denial of coverage by the insurer attorneys fees incurred by the insured in the prosecution of that action are not incurred at the request of the insurer D. holding that insured cannot demand reimbursement for defense insurer had no opportunity to control if insured does not promptly notify insurer of facts triggering coverage E. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith

assistant: The best answer is B. holding that attorneys fees were properly awarded where insured successfully brought declaratory judgment action seeking declaration that she was not required to execute authorizations for insurer to secure her medical records where insurer had previously advised the insured it would deny coverage if she refused to execute such 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 legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized common stock of the Company consists of 200,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 42,694,692 shares are issued and outstanding; and 5,550,673 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

assistant: Capitalization
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: various call centers demonstrate that Qwest has a national practice of violating the FLSA. The existence of a written policy dictating overtime pay is one factor weighing against conditional certification. West, 2006 WL 1892527, at *9. However, at this early stage of litigation, the mere fact that Qwest has a written policy does not defeat Plaintiffs’ motion in light of Plaintiffs’ countervailing evidence of a centralized policy to not pay overtime. 4. Number of Plaintiff Affidavits Defendants also claim that Plaintiffs have not identified a widespread, common policy in violation of the FLSA. They assert that declarations from 19 individual employees out of a pool of approximately 8,000 individuals, or less than 1%, do not establish a common scheme. Cf. West, 2006 WL 1892527, at *6 (<HOLDING>). Also, Defendants note, Plaintiffs have only Options: A. holding purchase of a policy or multiple policies covering a class of employees offers substantial evidence that a plan has been established B. holding districtwide class certification not appropriate where the claims were based on oral conversations in which store managers allegedly deviated from company policy C. holding that affidavits from 25 of the potential class did not support the plaintiffs assertion of widespread violations resulting from a common policy or plan where allegation was that individual managers required employees to work offtheclock D. holding that employers policy which required employee to work without pay in violation of federal law was unreasonable and employees refusal to comply was not misconduct E. holding that if the review committee was unaware of district managers agebased animus and acted as the conduit of the managers prejudice his cats paw then innocence of the members would not spare the company from liability

assistant: The best answer is C. holding that affidavits from 25 of the potential class did not support the plaintiffs assertion of widespread violations resulting from a common policy or plan where allegation was that individual managers required employees to work offtheclock
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument. Signature by PDF or other electronic signature shall be as effective as a manual counterpart thereof.

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: Unless otherwise agreed to in writing by the Parties at the time of Termination, upon a Termination, Employee shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which Employee has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii) from each position with the Company and any Affiliate, including as an officer of the Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate.

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 case excerpt and choose the best holding from the options. Case excerpt: requirement of deference to the Secretary’s interpretation disappears when the Secretary’s interpretation is inconsistent with clear Congressional intent. Hall v. Secretary, Health, Educ. and Welfare, 600 F.2d 556, 561 (6th Cir.1979). “If the intent of Congress is clear, that is the end of the matter; for the court, as well as the [Secretary], must give effect to the unambiguously expressed intent of Congress.” Chevron, 467 U.S. at 842-43, 104 S.Ct. at 2781. If this court, employing traditional tools of statutory construction, finds that “Congress had an intention on the precise question at issue, that intention is the law and must be given effect.” Id. at 843 n. 9, 104 S.Ct. at 2781 n. 9; See e.g., Miller v. Commissioner of Internal Revenue, 733 F.2d 399, 403 (6th Cir.1984) (en banc) (<HOLDING>). Appellant correctly argues that this court’s Options: A. holding that absent unusual circumstances this court must apply the plain meaning of a statute B. recognizing that plain meaning does not control where context shows that the parties have assigned an unusual meaning to a term C. holding that thirtytwoyearold statute must still be given its plain meaning D. holding that an appellate court must give a statute its clear and plain meaning when the statute is unambiguous E. holding that court of appeals erred in relying on the plain meaning of a statute when the legislative history clearly indicated another meaning

assistant: The best answer is A. holding that absent unusual circumstances this court must apply the plain meaning of a statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the respective circumstances described herein, superseding all prior understandings and agreements, whether oral or written.

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: in checking on the welfare of someone who is not responsive to knocks on a window is high, as he could have been ill and in need of medical assistance, or he could have been intoxicated and about to drive off in the vehicle, which was running. Officer Ayler did not use any force with Cruz-Salazar and, in fact, unsuccessfully attempted to get him a ride home rather than arrest him. And Officer Ayler had no other means of making contact with Cruz-Salazar to check his welfare, as Cruz-Salazar was nonresponsive to his initial attempts at contact without opening the truck door. [16] We hold that Officer Ayler’s conduct did not violate Cruz-Salazar’s Fourth Amendment right to be free from unreasonable search and seizure. See, e.g., Szabo v. State, 2015 Ark. App. 512, 470 S.W.3d 696 (2015) (<HOLDING>). For these same reasons, we hold that Officer Options: A. holding investigative stop based on officers observation of defendant apparently asleep in legally parked car was improper B. holding officers conduct appropriate under community caretaking function and no fourth amendment violation where officer opened car door to wake defendant after observing him either unconscious or sound asleep in drivers seat of running vehicle and did not respond to knocks on the window C. holding that officers encounter with defendant a frontseat passenger in a car stopped for speeding evolved into investigatory stop without reasonable suspicion of criminal activity when defendant refused to give officer his name and officer walked around to passengers door positioned himself there and called for backup when he did not know whether defendant had been wearing his seat belt while the car was in motion any reasonable person would believe they were not free to leave when officer positioned himself outside their car door and called for backup D. holding a car was broken into or entered when defendant reached in through the open window of a car E. holding that officers detaining a driver who parked and exited his car quickly as they approached in their patrol vehicle did not violate his fourth amendment rights by requiring him to get back in his car before questioning him

assistant: The best answer is B. holding officers conduct appropriate under community caretaking function and no fourth amendment violation where officer opened car door to wake defendant after observing him either unconscious or sound asleep in drivers seat of running vehicle and did not respond to knocks on the window
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF FLORIDA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS , AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

assistant: Consent 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 case excerpt and choose the best holding from the options. Case excerpt: See Tex.R.App. P. 47.1 (requiring appellate court to address only issues necessary to final disposition of the appeal). TERRIE LIVINGSTON, Justice, dissenting. I respectfully dissent to the majority opinion in several respects. No Starting Presumption Against Waiver First, I question the applicability of a presumption against waiver in a case such as this, in which the parties entered into a contract containing a jury waiver provision. The case the majority cites for the proposition that every reasonable presumption against waiver should be indulged, Aetna Insurance Co. v. Kennedy, is a 1937 Supreme Court case dealing with whether a party could waive its Seventh Amendment right to a jury trial by its conduct during trial. 301 U.S. 389, 393, 57 S.Ct. 809, 811-12, 81 L.Ed. 1177 (1937) (<HOLDING>); see U.S. CONST. amend. VII. The Seventh Options: A. holding that the party did not waive its right to enforce the arbitration clause B. holding that the trial court erred in granting the school boards posttrial motion for directed verdict because although the school board timely moved for a directed verdict during trial it did not serve its motion for directed verdict until the eleventh day after the verdict C. holding that a motion for directed verdict should be granted if there is no evidence on which a jury could legally base a verdict for damages against the moving party D. holding that party did not waive right to trial by jury by requesting directed verdict E. recognizing the right to waive a jury trial

assistant: The best answer is D. holding that party did not waive right to trial by jury by requesting directed verdict
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: toward his wife, which necessitated her seeking and obtaining a protective order against him, we conclude that “the judgment was not substantially swayed by the error.” Commonwealth v. Flebotte, 417 Mass. 348, 353 (1994), quoting Commonwealth v. Peruzzi, 15 Mass. App. Ct. 437, 445 (1983). The defendant also argues, for the first time on appeal, that the judge erred in certain of his jury instructions. First, the defendant claims that the judge did not give a proper “humane practice” instruction, see Commonwealth v. Benoit, 410 Mass. 506, 512 (1991); Commonwealth v. Tavares, supra at 152, because he did not inform the jury that they must consider whether the defendant’s statements to Telford, a civilian witness, were voluntary. See Commonwealth v. Allen, 395 Mass. 448, 456-457 (1985) (<HOLDING>). The judge acted properly. The humane practice Options: A. recognizing private right of action B. holding that jury must determine voluntariness of statements to both private citizens and police C. holding that promises inducements and improper influences on the part of the police are relevant voluntariness factors D. holding that the defendants argument that they acted as private citizens was not properly before us on interlocutory appeal E. holding that witness statements in police report inadmissible

assistant: The best answer is B. holding that jury must determine voluntariness of statements to both private citizens and police
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: was ten years, and that he faced a maximum penalty of life imprisonment. Lucas contends that this statement was erroneous, and therefore violated Rule 11. To support his argument, Lucas relies on the Supreme Court’s decision in Apprendi v. New Jersey, 530 U.S. 466, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000), where the Court held that “[o]ther than the fact of a prior conviction, any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury, and proved beyond a reasonable doubt.” Id. at 490. This court has applied Apprendi’s holding to 21 U.S.C. § 841(b)(1), which determines the maximum and minimum penalties based on the quantity of drugs for which a defendant is accountable. United States v. Ramirez, 242 F.3d 348, 351-52 (6th Cir.2001) (<HOLDING>); United States v. Page, 232 F.3d 536, 543 (6th Options: A. holding that when the indictment charges that a certain minimum quantity of drugs is involved in the offense proof of that quantity is a fourth element of the offense B. holding that the quantity of drugs involved in an offense does not support a downward departure because the legislature intended the quantity of drugs to be a determining factor in varying penalties C. holding apprendi does not require proof of knowledge as to type or quantity of drugs D. holding that 841bls prescribed mandatory minimum penalties which are based in part upon the quantity of drugs implicate apprendi E. holding that 841bls mandatory minimum provisions were rationally related to the objectives of protecting public health and welfare

assistant: The best answer is D. holding that 841bls prescribed mandatory minimum penalties which are based in part upon the quantity of drugs implicate apprendi
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 and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and be sent or delivered to each party hereto at its address set forth under its name on the signature pages hereof (or in any Assumption Agreement pursuant to which it became a party hereto) or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by first class mail), and notices and communications sent by other means shall be effective when received.

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: Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Notice of Grant or at such other address as such party may designate in writing from time to time to the other party.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 410 U.S. 577 93 S.Ct. 1434 35 L.Ed.2d 507 UNITED STATES, appellant,v.FIRST NATIONAL BANCORPORATION, INC., et al. No. 71-703. Supreme Court of the United States February 28, 1973 Daniel M. Friedman, Washington, D.C., for appellant. Eugene J. Metzger, Washington, D. C., for appellees. PER CURIAM. 1 The judgment is affirmed by an equally divided Court. 2 Mr. Justice POWELL took no part in the consideration or decision of this case.

assistant: 8
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc., 299 F.Supp.2d 1307, 1321 (S.D.Fla.2004). First, the PSLRA altered Rule 9(b)’s particularity requirement by mandating the following: [T]he complaint shall specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity all facts on which that belief is formed. 15 U.S.C. § 78u-4(b)(l)(B). Thus, the PSLRA requires greater specificity than Rule 9(b). Druskin, 299 F.Supp.2d at 1321. Second, the PSLRA raised the standard for pleading scienter by making it clear that a plaintiff can no longer plead scienter generally. In order to properly allege scienter, the plaintiff m 2 n. 2 (11th Cir.1999) (<HOLDING>). Additionally, the Eleventh Circuit has Options: A. recognizing defense in securities case B. recognizing doctrine C. holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange D. holding the doctrine applied in a case of mistake E. recognizing the incorporation by reference doctrine in a securities case

assistant: The best answer is E. recognizing the incorporation by reference doctrine in a securities case
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 acknowledges that any breach, willfully or otherwise, of the restrictive covenants will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. In the event of any such breach or threatened breach of any of the restrictive covenants, the Company shall be entitled to injunctive or other similar equitable relief in any court, without any requirement that a bond or other security be posted, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company.

assistant: Remedies
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, the Exhibits and the Schedules and the documents delivered pursuant hereto and thereto constitute the entire agreement and understanding among the Parties with respect to the subject matter contained herein or therein, and supersede any and all prior agreements, negotiations, discussions, understandings, term sheets or letters of intent between or among any of the Parties with respect to such subject matter.

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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or have been made or to be made in connection with the filing of the Security Documents to secure the Obligations, (b) will not violate any applicable law or regulation or the charter, by-laws or other Organizational Documents of Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement, instrument, license, order or permit binding upon Borrower or any Restricted Subsidiary or any of their respective assets, or give rise to a right thereunder to require any payment to be made by Borrower or any Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of Borrower or, any Restricted Subsidiary other than Permitted Liens.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: constitutional sense or just exceptionally weak, I recommend that the court dismiss the pendent claims as an exercise of its discretion. This would be appropriate not just because the federal claims bordered on the frivolous all along, but because it was, or should have been, clear that even if they were meritorious, there was no further relief that the court could have granted on them, since all the conduct on which they were based occurred before November 21, 1991. See Landgraf v. USI Film Products, 511 U.S. 244, 251, 281-295, 114 S.Ct. 1483, 1490, 1506-1508, 128 L.Ed.2d 229 (1994) (remedies available under Title VII for harm occurring prior to date of amendment of Title VII, November 21, 1991, are limited to back pay and other “equitable” remedies); DeNovellis, 124 F.3d 298, 308-309 (<HOLDING>). IV. SUMMARY AND RECOMMENDATION For all the Options: A. holding no remedy available under amended provisions of title vii for violations occurring prior to date of amendment november 21 1991 where discriminatory acts did not continue into the postamendment period B. holding that the damages and jury trial provisions of the 1991 act apply to conduct occurring prior to the date of enactment C. holding that plaintiff who sued for damages under title vii after effective date of 1991 amendment was entitled to jury trial D. holding that individual defendants may not be held liable for violations under title vii E. holding that there is no individual liability under title vii

assistant: The best answer is A. holding no remedy available under amended provisions of title vii for violations occurring prior to date of amendment november 21 1991 where discriminatory acts did not continue into the postamendment 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 365 U.S. 290 81 S.Ct. 565 5 L.Ed.2d 568 UNITED STATES, Petitioner,v.Gaetano LUCCHESE, etc. No. 57. Argued Dec. 8 and 12, 1960. Decided Feb. 20, 1961. Mr. Wayne G. Barnett, Washington, D.C., for petitioner. Mr. Richard J. Burke, New York City, for respondent. Mr. Justice BRENNAN delivered the opinion of the Court. 1 This denaturalization proceeding was brought in the District Court for the Eastern District of New York under § 338(a) of the Nationality Act of 1940. 8 U.S.C. (1946 ed.) § 738.1 The 'good cause' affidavit was not filed with the complaint. The District Court dismissed the complaint following our decision in United States v. Zucca, 351 U.S. 91, 76 S.Ct. 671, 100 L.Ed. 964, 'without prejudice to the government's right to institute a proceeding to denaturalize the defendant upon the filing of the required affidavit.' 149 F.Supp. 952. The Court of Appeals for the Second Circuit reversed, holding that the dismissal motion should have been denied. 247 F.2d 123. We reversed and ordered the case 'remanded to the District Court with directions to dismiss' the complaint. 356 U.S. 256, 78 S.Ct. 713, 2 L.Ed.2d 741. The District Court on the remand declined to order a dismissal 'without prejudice' and instead entered an order which did not specify whether the dismissal was with or without prejudice. The Court of Appeals for the Second Circuit dismissed the Government's appeal in an unreported opinion which stated that 'there was no basis for (the district judge) to take action other than he did, namely, to comply with the clear command of the Supreme Court, without attempted embellishment. We have no occasion now to pass on the effect of that command upon possible later litigation.' 2 The Government filed its petition for certiorari only to assure its right to proceed against the respondent in a new proceeding in the event that we should rule in Costello v. United States, 365 U.S. 265, 81 S.Ct. 534, 5 L.Ed.2d 551, that the order entered by the District Court for the Southern District of New York in that case precluded the institution of the second denaturalization action against Costello. Our decision today in Costello establishes that such a form of dismissal does not bar a subsequent proceeding against the respondent. The writ is therefore dismissed. 3 Dismissed. 4 Mr. Justice HARLAN took no part in the consideration or decision of this case. 1 Now 8 U.S.C.A. § 1451.

assistant: 2
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 not be assigned, in whole or in part, by either party without the other party’s prior written consent and, except as herein provided, any such purported assignment will be null and void. Notwithstanding the foregoing, Company may assign this Agreement without the prior written consent of Columbia, in the event the assignment is: (i) to a purchaser of all or substantially all of Company’s business or assets relating to the subject matter of this Agreement; (ii) part of a change of control of Company, including without limitation a merger of Company with a Third Party (to the extent that such change of control is considered an assignment under applicable Law), or (iii) in connection with a license of all or substantially all of the assets of the Company relating to the subject matter of this Agreement to a Third Party (to the extent that such license is considered an assignment under applicable Law); provided that, in each case, the successor entity expressly agrees in writing to assume and be bound by all obligations of Company under this Agreement. Company will notify Columbia in writing of an assignment of this Agreement in accordance with this Section 18 within thirty (30) days following such assignment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Borrower nor Guarantor has entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and Borrower and Guarantor has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan and the transactions contemplated by the Loan Documents, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total probable liabilities, including subordinated, unliquidated, disputed and/or contingent liabilities, including the maximum amount of its contingent liabilities or its Debts as such Debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).

assistant: Solvency
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 a Change in Control (as defined below) shall occur at any time during the term of this Agreement, the Officer may terminate her employment for any reason or no reason by delivering a notice in writing (the “Notice of Termination”) to the Bank within thirty (30) days of the Change in Control which termination shall be effective immediately upon delivery of such Notice of Termination. In the event that the Officer delivers a Notice of Termination to the Bank, or the Officer’s employment is otherwise terminated by the Bank without Cause following a Change in Control, Officer shall be entitled to receive, within twenty (20) days of termination, a lump sum payment in an amount equal to two times the sum of (a) the then salary being paid by the Bank to the Officer, plus (b) the last annual cash bonus earned by the Officer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: regulations implementing the VCAA. The petitioners objected to 38 C.F.R. § 3.159(b) on the ground that it was inconsistent with section 5103(a), in part because it did not require VA to provide specific notice to claimants. Paralyzed Veterans, 345 F.3d at 1347. In refusing to hold the regulation invalid for this reason, we stated that “the regulation is clearly consistent with the statute, and its requirements are both reasonable and sufficient.” Id. at 1348. Finally, while we think that section 5103(a) must be interpreted as requiring only generic notice at the outset, even if the statute were ambiguous, we would be required to defer to the VA’s interpretation under Chevron U.S.A., Inc. v. Natural Res. Def. Council, Inc., 467 U.S. 837, 843-44, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984) (<HOLDING>). The Secretary of Veterans Affairs has Options: A. holding that a court is not empowered to substitute its judgement for that of the agency B. holding that chevron deference is due only to a reasonable interpretation made by the administrator of an agency C. holding that a court may not substitute its own construction of a statutory provision for a reasonable interpretation made by the administrator of an agency D. holding that the court may not under the guise of statutory construction rewrite a statutory provision E. holding that court is not empowered to substitute its judgment for that of the agency

assistant: The best answer is C. holding that a court may not substitute its own construction of a statutory provision for a reasonable interpretation made by the administrator of an agency
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 Credit Party has the corporate, limited liability company or partnership power and authority, as the case may be, to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate, limited liability company or partnership action, as the case may be, to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Credit Party has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

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: (same). {22} Moreover, the stated reasons for the delay, including the district court’s “fairly busy” docket, “the traditional holiday season” and a death in the family of the district judge, are all neutral reasons which do not weigh heavily against the State. See Tortolito, 124 N.M. 368, 950 P.2d 811, 1997-NMCA-128, ¶ 9 (noting that neutral reasons, such as negligence or excessive caseload, should weigh less heavily but should nonetheless be weighed against the State since it bears the ultimate responsibility to complete the trial process). We also discern no evidence in the record that the delay in this case was the result of a deliberate attempt by the State to gain a tactical advantage or harass Defendant. See Perez, 793 F.2d at 255; see also Pollard, 352 U.S. at 361, 77 S.Ct. 481 (<HOLDING>); State v. Kilpatrick, 104 N.M. 441, 445, 722 Options: A. holding that all sentencing errors must be preserved B. holding delay in sentencing must not be purposeful or oppressive C. holding that grand jury investigations for speculative purposes are odious and oppressive and that before investigation may be instituted there must be knowledge or information that a crime has been committed D. holding that when determining whether a delay in prosecution violates a defendants right to a speedy trial courts must consider the length of the delay the reason for the delay whether the defendant asserted his rights and the resulting prejudice to the defendant E. holding that prescription delay was not violation because plaintiff could not establish detrimental effect of delay in treatment

assistant: The best answer is B. holding delay in sentencing must not be purposeful or oppressive
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: 2757. Circuit courts have consistently applied this principle in sustaining plans designed to redress past discrimination’s lingering effects. See, e.g., Johnson v. Transportation Agency, Santa Clara County, California, 770 F.2d 752, 758 (9th Cir.1984) (“It is sufficient for the employer to show a conspicuous imbalance in its workforce” to justify a race-conscious remedy.), cert. granted, — U.S. -, 106 S.Ct. 3331, 92 L.Ed.2d 737 (1986); Bushey v. New York State Civil Service Commission, 733 F.2d 220, 228 (2d Cir.1984), cert. denied, 469 U.S. 1117, 105 S.Ct. 803, 83 L.Ed.2d 795 (1985) (“[A] prima facie case of employment discrimination through a statistical demonstration of disproportionate racial impact” satisfies the remedial predicate.); Van Aken v. Young, 750 F.2d 43 (6th Cir.1984) (<HOLDING>); Janowiak v. Corporate City of South Bend, 750 Options: A. holding that city may remedy imbalance in the composition of the fire department created by traditional segregative practices B. holding that the city of denver police department is not a suable entity C. holding that a volunteer fire department which was a nonprofit corporation was an agency of a political subdivision for the purposes of the flsa D. holding no municipal liability in light of city administrators ultimate authority to approve or rescind departmental personnel decisions despite evidence that the fire chief was in charge of establishing rules regula tions policies and procedures for the operation of the fire department E. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures

assistant: The best answer is A. holding that city may remedy imbalance in the composition of the fire department created by traditional segregative practices
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 Executive and hold him harmless from any claims, demands, liabilities, actions, suits or proceedings (“ Claims ”) asserted or claimed by third-parties arising out of the performance of Executive’s duties hereunder, or as an officer or director of the Company or any of its affiliates before and during the Employment Period to the fullest extent provided in the Company’s governance documents, and permitted under applicable law, except to the extent such Claims arise from Executive’s willful misconduct or fraud. Without diminution of the Executive’s rights under this Section 12, the Company shall indemnify the Executive during and after the Employment Period at least to the same extent that the Company indemnifies its then active senior executive officers.

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 and any documents referred to herein, including the Confidentiality Agreement, represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you relating to matters covered by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Seller hereby agrees to take any and all additional actions and to execute, acknowledge and deliver any and all documents which the Buyer may reasonably request in order to effect the intent and purposes of the Transfer and the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 2.05(b), (i) for each day during the period from the Closing Date until February 4, 2016, the principal amount of the Loan shall bear interest at the per annum rate equal to the Alternate Rate established for such day plus the Margin then in effect, and (ii) beginning on February 4, 2016 and continuing thereafter, for each day during an Interest Period, the principal amount of the Loan shall bear interest at the per annum rate equal to the Eurodollar Rate established for such Interest Period plus the Margin then in effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Loan Agreement and the other Loan Documents to which each Loan Party is a party constitutes the legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally.

assistant: Enforceability
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 for the representations and warranties contained in this Article V , neither Buyer nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer or its Subsidiaries, including any representation or warranty arising by Law, as to the accuracy or completeness of any information as to Buyer’s business or ability to enter into this Agreement, or as to the future revenue, profitability or success of the Business after Closing.

assistant: Warranties
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 together with the other Credit Documents and the Security Documents represents the entire agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents or the Security Documents.

assistant: Integration