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: Indemnitor hereby represents to and for the benefit of Indemnified Parties that except as otherwise disclosed by the Environmental Reports: (a) to Indemnitor’s knowledge, there are no Hazardous Substances or underground storage tanks in, on, or under the Property, except those that are both (i) in compliance with all Environmental Laws and in compliance with all permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Report; (b) to the best knowledge of Indemnitor, there are no past or present Releases in, on, under or from the Property which have not been fully remediated in accordance with all Environmental Laws; (c) Indemnitor does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to any threat of any Release migrating to the Property; (d) to the best knowledge of Indemnitor, there is no past or present non-compliance with any Environmental Law, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance with all Environmental Laws; and (e) Indemnitor does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to Hazardous Substances or Remediation thereof in connection with the Property, of possible liability of any Person pursuant to any Environmental Law in connection with the Property, any other environmental conditions in connection with the Property or any other property previously owned or operated in common with all or any part of the Property (whether or not such property shall have been combined with all or any of the Property in a single property description), or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. Indemnitor has delivered to Indemnitee, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Indemnitor (including any condition fully remediated in accordance with Environmental Laws), including any reports relating to Hazardous Substances in, on, under or from the Property and/or to the environmental condition of the Property.

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: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including any Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole, and in light of disclosures in the SEC Reports, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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: As of the Closing Date, there is no fact known to the Borrower that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents. Neither the Information Memorandum nor any of the reports (including without limitation all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements, certificates or other factual information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided, that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by management of the Borrower to be reasonable as of the date such projections where prepared.

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: This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, regardless of whether all of the parties have executed the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: too remote a distance to recover, (citations and quotations omitted) Like the plaintiffs in Oregon Laborers, plaintiffs’ alleged injuries are derivative by nature. The injuries to plaintiffs occur only if there is first an injury to smoking patients. Oregon Laborers, 185 F.3d at 963. Without any injury to smokers, plaintiffs would not have incurred the additional expenses in paying for the medical expenses of those smokers. Id. There is therefore no direct link between the alleged misconduct of the tobacco companies and the claimed damage to plaintiffs. See Id.; Laborers Local 17, 191 F.3d at 239 (dismissing RICO claims because trust funds’ damages “are entirely derivative of the harm suffered by plan participants as a result of using tobacco products”); Steamfitters, 171 F.3d at 928 (<HOLDING>) (c) Speculative nature of harm Plaintiffs Options: A. holding that ineffectiveness claims raised in a pcra petition are distinct from those claims raised on direct appeal and must be reviewed under the threeprong test of pierce but recognizing that in many instances the claim may ultimately fail on the arguable merit or prejudice prong for the reasons discussed on direct appeal B. holding claims must be raised on direct appeal or waived C. holding that regardless of plaintiffs characterization as direct or indirect claims fail for being too remotely connected in the causal chain from any wrongdoing on defendants part D. holding that plaintiffs consequential damages were too speculative because no evidence connected damages to defendants breach of contract E. holding that a 7month time period between the protected activity and the adverse employment action is too indirect to satisfy the causal connection requirement

assistant: The best answer is C. holding that regardless of plaintiffs characterization as direct or indirect claims fail for being too remotely connected in the causal chain from any wrongdoing on defendants part
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 action which may be brought in a court of law with respect to this Agreement may be brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey, and the Executive accepts for himself and with respect to the Executive’s property, generally and unconditionally, the jurisdiction of these courts. The Executive irrevocably waives any objection, including, but not limited to, any objection of the laying of venue or based on the grounds of forum non conveniens , which the Executive may now or hereafter have to the bringing of any action in those jurisdictions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing of the transaction contemplated by this Agreement (the “Closing”) shall take place no later than July 15, 2017. At the Closing, Seller will deliver to Purchaser documentation sufficient to transfer ownership of the Shares to Purchaser.

assistant: Closings
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: nature is heir.’” Elliott v. Aurora Loan Servs. LLC, 31 So.3d 304, 307 (Fla. 4th DCA 2010) (quoting Somero v. Hendry Gen. Hosp., 467 So.2d 1103, 1106 (Fla. 4th DCA 1985)). Where a failure to act is the result of clerical or secretarial error, excusable neglect is established under rule 1.540(b). See Ocwen Loan Servicing, 185 So.3d at 630 (finding that counsel’s absence from case management conference constituted excusable neglect where firm’s clerk misplaced order setting conference); SunTrust Mortg., 153 So.3d at 954 (“[T]he attorney’s unintentional absence in the instant case due to inadvertent calendaring is the type of mistake excused by Florida Rule of Civil Procedure 1.540(b), as well as judicial precedent.”); J.J.K. Int’l, Inc. v. Shivbaran, 985 So.2d 66, 68 (Fla. 4th DCA 2008) (<HOLDING>); Wilson v. Woodward, 602 So.2d 547, 549 (Fla. Options: A. holding that defense counsels failure to appear at hearing was excusable neglect where secretary accidentally identified the hearing as cancelled B. holding that treating a defendants failure to appear as a waiver not only of the right to be present but of the right to have a hearing on the motion was error C. holding that appearance at the scheduled hearing demonstrates actual notice of the hearing D. holding that dismissal for failure to appear at a deposition is on the merits E. holding that a traffic ticket that required a plaintiff to appear at hearing and answer to charges was not a seizure

assistant: The best answer is A. holding that defense counsels failure to appear at hearing was excusable neglect where secretary accidentally identified the hearing as cancelled
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: With effect as of the Effective Date, Section 1.01 of the Credit Agreement is hereby amended by replacing the date “March 14, 2019” in the definition of “Maturity Date” therein with “March 15, 2019”.

assistant: Amendments
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: best interests of the children required maintaining custody with defendant. It is not sufficient that defendant may have established by clear and convincing evidence that a marginal, though distinct, benefit would be gained if the children were maintained with him. [Henrikson v Gable, 162 Mich App 248, 252-253; 412 NW2d 702 (1987) (emphasis added).] See also Deel, supra at 562 (explaining that “[Recognition of both presumptions does not . . . remove the third party’s burden to show that custody in his or her favor is in the child’s best interests”); Stevens, supra at 267 (“The presumption in favor of the natural parent is rebutted if clear and convincing evidence establishes that the best interests of the child are served by awarding custody to the third party.”); Bahr, supra at 359 (<HOLDING>). We agree with the foregoing analysis of the Options: A. holding that evidence that parent is victim of spousal abuse and that parent is unemployed living in crowded conditions and had multiple visits to mental hospital was no evidence that awarding custody to parent would significantly impair child B. holding that the domicile of the child follows that of the parent with lawful custody C. recognizing that the child custody act required that the natural parent presumption must be seriously considered and heavily weighted in favor of the parent but that the presumption is rebutted if the clear and convincing evidence establishes that the best interest of the child is served by awarding custody to the third party D. holding that personal jurisdiction is not required to make an outofstate parent a party to custody action where the state court has subject matter jurisdiction under the uniform child custody jurisdiction act E. holding that the primary and overarching consideration in custody determination is the best interest of the child

assistant: The best answer is C. recognizing that the child custody act required that the natural parent presumption must be seriously considered and heavily weighted in favor of the parent but that the presumption is rebutted if the clear and convincing evidence establishes that the best interest of the child is served by awarding custody to the third party
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: agreement, Furesz voluntarily waived the right to file any appeal under 18 U.S.C. § 3742 except “to appeal the sentencing court’s determination of the criminal history category” or to challenge the imposition of a sentence outside the Guidelines range. App. at 47. Furesz, however, argues that the District Court’s sentence was substantively unreasonable because it was “based on a criminal history category that vastly overstated the seriousness of Mr. Furesz’s record.” Appellant’s Reply Br. at 2. This argument is not a challenge to the District Court’s determination of Furesz’s criminal history category, but to the Court’s failure to grant his motion for a downward variance. It is therefore barred by his plea agreement. Cf. United States v. Williams, 510 F.3d, 416, 425-26 (3d Cir.2007) (<HOLDING>). For the reasons set forth, we will affirm the Options: A. holding that request for departure in sentencing based on a criminal history category that overstated defendants record violated plea agreement that prohibited departure requests but did not stipulate to a specific criminal history category B. holding that the district court did not abuse its discretion by imposing an upward variance after finding that the defendants criminal history category of i understated the seriousness of his criminal history C. holding a district courts failure to specifically mention each intermediate criminal history category was not dispositive where its findings were adequate to explain the departure D. holding that when a defendant qualifies as a career felon it is not necessary to ascertain the defendants criminal history category because the sentencing guidelines mandate a criminal history category of vi E. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category

assistant: The best answer is A. holding that request for departure in sentencing based on a criminal history category that overstated defendants record violated plea agreement that prohibited departure requests but did not stipulate to a specific criminal history category
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: both the original judgment and the bill of review in one appeal. Id. at 246. The mere filing of a bill of review affects neither the finality nor the enforceability of the judgment it challenges. Schwartz, 520 S.W.2d at 889; Kantor v. Herald Publishing Co., 632 S.W.2d 656, 658 (Tex.App.—Tyler 1982, no writ) (super-sedeas bond filed in bill of review action does not suspend final judgment in original action). In order to protect the status quo in the original proceeding while a bill of review is pending, trial courts have stayed execution of the original judgment by granting a temporary injunction in the bill of review action. See, e.g., Petro-Chemical Transp., Inc., 514 S.W.2d at 242; American Fidelity Fire Im. Co. v. Pixley, 687 S.W.2d 50 (Tex.App.-Houston [14th Dist.] 1985, no writ) (<HOLDING>). Because the City is not subject to a writ of Options: A. holding in part that the trial court abused its discretion in granting a temporary injunction in the absence of a showing that the plaintiff did not have an adequate remedy at law B. holding that trial court did not abuse its discretion by granting such a temporary injunction C. holding district court did not abuse its discretion in not granting plaintiffs leave to amend complaint for a third time D. holding that although doctrine of primary jurisdiction required trial court to abate claims over which agency had primary jurisdiction trial court did not abuse its discretion by imposing temporary injunction to maintain the status quo E. holding trial court did not abuse its discretion by ruling based only on affidavits

assistant: The best answer is B. holding that trial court did not abuse its discretion by granting such a temporary injunction
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: Upon the payment in full of the Obligations (other than contingent obligations for which no claim has been asserted and letters of credit that have been 100% cash collateralized) and termination of the Security Agreement and at the other times required by Section 9.15 of the Credit Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyright Collateral under this Copyright Security Agreement, all at the Pledgors’ sole cost and expense.

assistant: Terminations
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: be hazardous to the lives of more than one person and that a great risk of death was knowingly created. See, e.g., State v. Rose, 327 N.C. 599, 605-06, 398 S.E.2d 314, 317-18 (1990) (discussing use of a weapon, whereas the case at bar involves a device, i.e., a vehicle). As to whether defendant’s Jeep was hazardous to the lives of more than one person, “ [i]t is well settled in North Carolina that an automobile can be a deadly weapon if it is driven in a feckless or dangerous manner.” State v. Jones, 353 N.C. 159, 164, 538 S.E.2d 917, 922 (2000). The conclusion is unavoidable that a vehicle driven at a high rate of speed by an intoxicated operator is normally hazardous to the lives of more than one person. See State v. McBride, 118 N.C. App. 316, 319-20, 454 S.E.2d 840, 842 (1995) (<HOLDING>). As to whether defendant knowingly created a Options: A. holding that a recklessly operated vehicle constituted a device which in its normal use is hazardous to the lives of more than one person and any reasonable person should know that an automobile operated by a legally intoxicated driver is reasonably likely to cause death to any and all persons who may find themselves in the automobiles path B. holding that police officers who instructed an intoxicated and unlicensed teenager who was a passenger in a vehicle operated by his intoxicated relative to drive the vehicle home rather than go through the effort of preparing arrest paperwork for the two intoxicated subjects were immune from liability for damages resulting from deaths of two innocent motorists and injuries to another cause by the drunk driving relative C. recognizing that on the part of a fiduciary there is a duty to make a full disclosure of any and all material facts within his knowledge and of which he knows or should know that the other person is ignorant D. holding that corpus delicti of dwi is that someone drove or operated motor vehicle in public place while intoxicated E. holding with no analysis that any person or organization who may be legally liable therefor applies to a person legally liable for injuries caused by an accident 4 when under the facts of the case the only person to whom the clause could have applied was a tortfeasor

assistant: The best answer is A. holding that a recklessly operated vehicle constituted a device which in its normal use is hazardous to the lives of more than one person and any reasonable person should know that an automobile operated by a legally intoxicated driver is reasonably likely to cause death to any and all persons who may find themselves in the automobiles path
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: stability. Posner, supra. 8 . The Franchisees cite Carousel’s Creamery, LLC v. Marble Slab Creamery, Inc., a case from a Texas state court, for the proposition that a merger clause does not prevent a plaintiff from showing that he justifiably relied on a UFOC. 134 S.W.3d 385. The Franchisees argue that, because the Federal Trade Commission has promulgated rules governing the disclosures made in a UFOC, prospective franchisees who receive the disclosures are entitled to rely on them for purposes of a negligent misrepresentation claim, notwithstanding a disclaimer of reliance in the franchise agreement. However, this decision was based on an interpretation of the Texas parol evidence rule, which, unlike the Pennsylvania rule, does not bar claims of fraud in the inducement. Id. at 395 (<HOLDING>) (internal quotation omitted). This rule is Options: A. holding that the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself ie fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause quoting 3 corbin contracts 578 B. holding economic loss rule did not bar recovery of tort damages on statutory fraud claim based upon fraudulent inducement C. holding that under federal law the party seeking to obviate the forum selection clause must prove that the inclusion of the clause was the result of fraud or coercion fraud in the inducement as to the entire contract is not enough D. holding that consistent with parol evidence rule a merger clause can be avoided based on fraud in the inducement E. holding that where a merger clause is included in the written contract alleged collateral promises will not be enforced through fraud because under fraud the reliance must be reasonable

assistant: The best answer is D. holding that consistent with parol evidence rule a merger clause can be avoided based on fraud in the inducement
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 agreement and understanding of the Parties hereto in respect of the subject matter contained herein, and there are no promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Parties hereto with respect to the subject matter hereof.

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: confrontation and compulsory process clauses, see Rock v. Arkansas, 483 U.S. 44, 52, 107 S.Ct. 2704, 97 L.Ed.2d 37 (1977), and the Fifth Amendment’s guarantee of due process and privilege against self-incrimination, see id. at 52-53, 107 S.Ct. 2704. The right to present a defense, however, is not without limits. At a minimum, a defendant is limited to presenting relevant evidence, Ramone, 218 F.3d at 1237, which is evidence having “any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence,” Fed.R.Evid. 401. To determine what evidence is relevant, we first turn to the elements of the offense. See, e.g., United States v. Casares-Cardenas, 14 F.3d 1283, 1287 (8th Cir.) (<HOLDING>). The statute Mr. Mar-key is charged with Options: A. holding that a defendant more likely committed multiple acts if the defendants conduct in committing the lesser crime caused the victim to suffer an additional risk of harm beyond that inherent in the ultimate crime B. holding that counsel did not admit the defendant was guilty of a crime when counsel noted that if the evidence established the commission of any crime that crime was voluntary manslaughter not murder C. holding that any error in the exclusion of evidence is cured by the subsequent admission of the evidence D. holding relevance of evidence is established by any showing however slight that the evidence makes it more or less likely that the defendant committed the crime in question E. holding the crime of conspiracy is committed or not before the substantive crime begins

assistant: The best answer is D. holding relevance of evidence is established by any showing however slight that the evidence makes it more or less likely that the defendant committed the crime in question
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 represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, as amended hereby, and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date; (b) after giving effect to this Agreement, no Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company power and authority of such Credit Party and have been duly authorized by appropriate limited liability company action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure the Indebtedness (as such Indebtedness may be increased as a result of the transactions contemplated hereby).

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: Once confidential information or data obtained hereunder is no longer useful for the purposes described herein, Authorized Person agrees to immediately destroy all such confidential information or data maintained on any information system platform or any form of storage media subject to any schedule of retention established by the Kansas Records Board, in the following manner:

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller maintains (i) insurance on all the Purchased Assets covering property damage by fire or other casualty which it is customary for Seller to insure, (ii) insurance protection against all liabilities, claims, and risks against which it is customary for Seller to insure, and (iii) insurance for worker’s compensation and unemployment, products liability, and general public liability. All of such policies are consistent with past practices of Seller. Seller is not in default under any of such policies or binders. Such policies and binders are in full force and effect on the date hereof and shall be kept in full force and effect through the Closing Date.

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 case excerpt and choose the best holding from the options. Case excerpt: F.3d 1008, 1011 (8th Cir. 2012). Parker did not advance the procedural error argument before the district court, and we therefore review it for plain error. Miller, 557 F.3d at 916. Having reviewed the sentencing transcript, we find no plain error in the district court’s consideration of the statutory factors or explanation of its sentence. The district court announced that it had considered the factors, and the colloquy with defense counsel indicated the district court was thinking about Parker’s specific history and characteristics. The court had detailed information regarding Parker’s history of supervision, criminal history, original offense of conviction, and the numerous violations of supervised release conditions. See United States v. Robinson, 516 F.3d 716, 718 (8th Cir. 2008) (<HOLDING>). Nor is Parker’s within-Guidelines-range Options: A. holding that appellate review is precluded when the error is invited B. holding that an appellate court may review the entire record to determine whether hearsay statements are sufficiently reliable C. holding that there is no due process right to appellate review D. holding that the context for appellate review is the entire sentencing rec ord E. holding that an appellate court cannot consider an issue that was not preserved for appellate review

assistant: The best answer is D. holding that the context for appellate review is the entire sentencing rec ord
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company shall pay Mr. Kanas an annual fee of $200,000 (the " Fee "), payable in arrears in equal monthly installments on the 15th day of each calendar month (or the following business day), with the first such payment for the month of January 2017 to be made on February 15th, 2017.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the notice to the company should be addressed to 1161 mission street , office # 502 , san francisco , ca 94103 , attn : chief executive officer ( the `` arbitration notice address '' ) .

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: At any time prior to the Closing, any Party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and, (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby and specifically referencing this Agreement. The failure of any Party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All long-term borrowings by the Borrower from the Holder from June 3, 2015 and all payments on account of principal hereof shall be recorded by the Holder in its books and records; provided, however, that no failure to keep or any error in such records or endorsements shall affect the obligations of the undersigned hereunder.

assistant: Records
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 headings, captions and arrangements used in this Seventh Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Seventh Amendment, nor affect the meaning thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that placed a forty-five day time limit on the administrator’s decision to grant or deny a license. See Redner, 29 F.3d at 1500. In the event the administrator exceeded the forty-five day time limit, the ordinance stated that “the applicant may be permitted to begin operating the establishment for which a license is sought," unless and until the County Administrator notifies the applicant of a denial of the application.” See id. at 1500-01 (citation omitted). We held that the ordinance was unconstitutional on its face because its use of the word “may” rather than “shall” allowed the individuals responsible for enforcing the ordinance to suppress the protected expression for an indefinite time period prior to any action on their part or any judicial determination. See id. at 1501 (<HOLDING>). In Lady J. Lingerie, we examined the Options: A. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff B. holding that a party may not invoke the capable of repetition yet evading review exception where its failure to obtain prompt relief has prevented judicial review C. holding also that the ordinance failed to provide for prompt judicial review D. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record E. holding that the llupa does not provide for judicial review of a request to change a comprehensive zoning plan

assistant: The best answer is C. holding also that the ordinance failed to provide for prompt judicial review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Letter Agreement may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, when taken together, shall constitute but one agreement. This Letter Agreement may be executed by facsimile signature and each such facsimile signature shall be treated in all respects as having the same effect as an original signature. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its rules relating to conflict of laws. If any provision of this Letter Agreement is held to be invalid or unenforceable for any reason, the Parties agree to negotiate in good faith an alternative provision that is not invalid or unenforceable and that carries out, as nearly as possible, the intent and purposes of the provision so held to be invalid or unenforceable. Each Party shall take such further actions, as may be reasonably requested by the other Party, that are necessary to effectuate the intention of the terms of this Letter Agreement. This Letter Agreement shall be binding on each Party’s successors and permitted assigns. No Party shall assign this Letter Agreement or its rights hereunder without the prior written consent of each of the other Parties.

assistant: Miscellaneous
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: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the good faith determination by the Administrative Agent and the applicable L/C Issuers that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 8.03 ), and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or e-mail (if an applicable facsimile number or e-mail address is provided on Schedule I to the Sale Agreement), and addressed in each case as specified on Schedule I to the Sale Agreement, or at such other address as shall be designated by any of the specified addressees in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder or Certificateholder shall be given by first class mail, postage prepaid, at the address of such Noteholder or Certificateholder as shown in the Note Register. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided , however , that any notice to a Noteholder or Certificateholder mailed within the time and manner prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder or Certificateholder shall receive such notice.

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: individual capacities — as well as MVSU. Before turning to the merits of Plaintiffs Title VII allegations, the Court first discusses whether Plaintiffs Title VII claims may proceed against both parties. A. Title VII Claims Against the Individual Defendants Plaintiff seeks to impose individual liability under Title VII against both Morris and Sanders. While Title VII defines “employer” to include any agent of the employer, the Fifth Circuit does not interpret the statute to impose individual liability on the agent. See Indest v. Freeman Decorating, Inc., 164 F.3d 258, 262 (5th Cir.1999); Chehl v. Southern Univ. and Agric. and Mech. Coll, 34 Fed.Appx. 963 (5th Cir.2002) (“Title VII does not impose personal liability on individuals.”); Grant v. Lone Star Co., 21 F.3d 649 (5th Cir.1994) (<HOLDING>); Clanton v. Orleans, Parish Sch. Bd., 649 F.2d Options: A. holding that individual employees are not liable under title vii B. holding that individual defendants may not be held liable for violations under title vii C. holding that only employers not individuals acting in their individual capacity who do not otherwise meet the definition of employers can be held liable under title vii D. holding individual employees may be liable under title vii E. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii

assistant: The best answer is C. holding that only employers not individuals acting in their individual capacity who do not otherwise meet the definition of employers can be held liable under title vii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that a declaration of an' express trust of land must be in writing. S.C.Code Ann. § 62-7-101 (1987). However, “sufficient part performance of a parol contract for the conveyance of land will remove the contract from the statute of frauds.” Stackhouse, 271 S.C. at 521, 248 S.E.2d at 488. To compel specific performance of an oral agreement where part performance is alleged to remove the contract from the statute of frauds, a court of equity must find: 1) clear evidence of an oral agreement; 2) the agreement had been partially executed; and 3) the party who requested performance had completed or was willing to complete his part of the oral agreement. Gibson v. Hrys tlemeyer cannot establish part performance of the alleged agreement. See Stackhouse, 271 S.C. at 521, 248 S.E.2d at 483 (<HOLDING>). Thus, the circuit court did not err by Options: A. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract B. holding sufficient part performance of an oral trust agreement is required to remove it from the statute of frauds C. holding that if part performance is relied upon to remove the oral agreement from the operation of the statute of frauds clear and convincing proof of performance in pursuance of the alleged agreement must be adduced by the party seeking to enforce it D. holding that the statute of frauds bars a breach of contract claim based on an oral agreement to enter a future employment contract that would need to meet the statute of frauds E. holding a court must find among other things clear evidence of the existence of an oral agreement for part performance to remove the contract from the statute of frauds

assistant: The best answer is B. holding sufficient part performance of an oral trust agreement is required to remove it from the statute of frauds