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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ford told him that the driver had handed the contraband to him when the officers stopped the car and told Mr. Ford to hide it in the back seat armrest compartment. When Officer Freed-Vest spoke to Mr. Ford in the squad car, he denied that the marijuana was his. He told her that he thought both ziplock bags had been in the white trash bag and that one had fallen out onto the floor board when the driver threw them into the back seat. The officers arrested Mr. Ford for possession of 1104 grams of marijuana and possession of marijuana with intent to sell or deliver. The trial court found that Mr. Ford committed two violations of community control condition (5), as charged, by failing to live and remain at liberty without violating any law and one violation of condition (7) by po CA 1987) (<HOLDING>). Therefore, Mr. Ford did not have actual Options: A. holding that jurys failure to find the defendant guilty of possession of marijuana could not be reconciled with a verdict of guilty of possession of marijuana with intent to purchase B. holding evidence that marijuana was found in jointly occupied vehicle in open view was insufficient to establish defendants dominion and control by preponderance of evidence C. holding that the defendants dominion control and knowledge may be inferred if he had exclusive possession of the premises on which the object was found emphasis added D. holding defendants transitory touching of bale of marijuana when he weighed it to be purchased by third party did not establish dominion and control for possession charge E. holding that a defendants conviction for two possession of marijuana counts could not be supported by his possession of two marijuana cigarettes dropped from his hand and again for his possession of several packets of marijuana found in a nearby jacket during the same search

assistant: The best answer is D. holding defendants transitory touching of bale of marijuana when he weighed it to be purchased by third party did not establish dominion and control for possession charge
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 LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

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: “the kinds of sentences available”). Section 3553(a)(1) states the court shall consider “the nature and circumstances of the offense and the history and characteristics of the defendant.” Here, the court stated a criminal history category of V, which it characterized as a “pretty high level,” adequately accounted for Williams’ past crimes. The court disagreed with a “mechanistic application” of the Guidelines in Williams’ case. See id. § 3553(a)(2), (3). Moreover, the court noted giving Williams a longer sentence would not promote respect for the law. See id. § 3553(a)(2). Additionally, Williams’ final sentence is 2-1/2 years longer than the 5-year mandatory statutory minimum and nearly 1/5 of the 40-year statutory maximum. See 21 U.S.C. § 841(b)(1)(B)(iii); Winingear, 422 F.3d at 1246 (<HOLDING>). This is not a case where the district court Options: A. holding that a defendants sentence was reasonable in part because it was well below the statutory maximum B. recognizing a claim that the sentence exceeded the statutory maximum C. holding that the sentence was reasonable in part because it was well below the statutory maximum D. holding a sentence 110 the length of the 20year statutory maximum sentence was reasonable E. holding that a sentence imposed for a violation of supervised release will be upheld where 1 the district court considered the applicable policy statements 2 the sentence is within the statutory maximum and 3 the sentence is reasonable

assistant: The best answer is D. holding a sentence 110 the length of the 20year statutory maximum sentence was reasonable
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: theoretical underpinnings of the Act, we can discern why retroactive application is not only counter-intuitive, but legally improper. Landgraf again provides the analytical framework. Landgraf identified three examples of laws which generally do not have retroactive effect: (1) those which authorize or affect the propriety of prospective relief; (2) those which confer or oust jurisdiction and (3) those which make changes to procedural rules. 511 U.S. at 273-75, 114 S.Ct. at 1501-02. Legislation which operates in futuro by definition generally does not have retroactive implications. The classic example' is injunctive relief which proscribes present and fu ture conduct. See, e.g., American Steel Foundries v. Tri-City Central Trades Council, 257 U.S. 184, 42 S.Ct. 72, 66 L.Ed. 189 (1921) (<HOLDING>). However, habeas corpus relief involves Options: A. holding that rule 11 applied to a letter sent with the intent to influence the court with respect to injunctive relief B. holding that a court may award injunctive relief against a state officer C. holding that the tucker act does not provide independent jurisdiction over claims for injunctive relief in contractual dispute cases D. holding that tillman applied to cases then pending on direct appeal ie in the pipeline E. holding that the clayton acts provisions on injunctive relief applied to pending cases

assistant: The best answer is E. holding that the clayton acts provisions on injunctive relief applied to pending cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: its calculation method, which the government had proposed, from 18 U.S.C. § 1593 — the restitution provision in the Trafficking Victims Protection Act of 2000 (“Trafficking Act”), Pub.L. No. 106-386, 114 Stat. 1464. Section 1593 directs that the district court’s calculation shall include the victim’s actual losses “and shall in addition include the greater of the gross income or value to the defendant of the victim’s services or labor or the value of the victim’s labor as guaranteed under the minimum wage and overtime guarantees of the Fair Labor Standards Act.” 18 U.S.C. § 1593(b)(3) (emphases added). In other words, the Trafficking Act mandates restitution that includes a defendant’s ill-gotten gains. Section 1593 applies, however, only to cases in which a defe 12 (3d Cir.2001) (<HOLDING>); United States v. Royal, 100 F.3d 1019, 1033 Options: A. holding that where defendant objected in the district court only to the loss calculation and not specifically to the calculation of restitution the issue of restitution was not properly presented to the district court B. holding that the victim and witness protection act limits the amount of restitution to the loss caused by the specific conduct forming the basis of the offense of conviction C. holding that the amount of restitution is limited to the victims actual losses D. holding that a district court cannot order restitution in amounts that will result in the payment to the victim of an amount greater than the victims loss E. holding that measure of restitution is victims loss not defendants gain

assistant: The best answer is D. holding that a district court cannot order restitution in amounts that will result in the payment to the victim of an amount greater than the victims loss
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties made by it in the First Step Transfer Agreement as amended hereby are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Lease Closing Date as though made on and as of the Lease Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From time to time, each party hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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: ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE GRANTOR ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS SECURITY AGREEMENT, THE GRANTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MADE TO CT CORPORATION AT 28 LIBERTY STREET NEW YORK, NEW YORK 10005 APPOINTED IN ACCORDANCE WITH SECTION 9.14(b) OF THE CREDIT AGREEMENT IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE GRANTOR, IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (iv) AGREES THAT THE COLLATERAL AGENT RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE GRANTOR, IN THE COURTS OF ANY OTHER JURISDICTION.

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: party’s claim, cf. Albemarle Paper Co. v. Moody, 422 U.S. 405, 417-18, 95 S.Ct. 2362, 45 L.Ed.2d 280 (1975), the public interest aspect of such a claim is less significant than an EEOC suit seeking large-scale injunc-tive relief to attack discrimination more generally. Recognizing these competing policies, we agree with the balance struck by the Second Circuit, which held that although the EEOC “may seek injunctive relief in the federal forum for employees even when those employees have entered into binding arbitration agreements,” it may not pursue relief in court — in that case, monetary relief — specific to individuals who have waived their right to a judicial forum by signing an arbitration agreement. Kidder, Peabody, 156 F.3d at 302-03; but see Frank’s Nursery, 177 F.3d at 459-67 (<HOLDING>). When the EEOC seeks “make-whole” relief for a Options: A. holding that the doctrine of res judicata barred the eeoc from seeking individualized benefits under the adea on behalf of individuals whose own suits were unsuccessful because the eeoc was in privity with those individuals B. holding that neither a letter from the eeoc nor an attached charge of age discrimination qualified as a claim under a claimsmade policy because the documents failed to request money or other relief and only served to put the plaintiff on notice that a demand for relief may subsequently follow C. holding that the pjlaintiff was not seeking the enforcement of a final eeoc order because he specifically requested more relief than the eeoc awarded D. holding that an arbitration agreement between a charging party and an employer precludes the eeoc from seeking purely monetary relief in federal court on behalf of the charging party but not from seeking broad injunctive relief E. holding that neither the faa nor principles of preclusion or waiver could operate to bar the eeoc from seeking monetary relief on behalf of aggrieved individuals

assistant: The best answer is E. holding that neither the faa nor principles of preclusion or waiver could operate to bar the eeoc from seeking monetary relief on behalf of aggrieved individuals
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 (x) the First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, (y) the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and (z) the Borrower, for itself and on behalf of its Subsidiaries that are Grantors, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the First Lien Administrative Agent or the Second Lien Collateral Agent may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. The parties further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence. Each Grantor party hereto agrees to cause each of its Subsidiaries formed or acquired after the date hereof that is a Grantor to become a party for all purposes of this Agreement by executing and delivering an assumption agreement substantially in the form attached hereto as Annex II .

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: All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: General Counsel, to Executive at his then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.

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: private right of action to enforce these rules.”); Jaksich v. Thomson McKinnon Securities, Inc., 582 F.Supp. 485, 499-501 (S.D.N.Y. 1984) (utilizing the Cort v. Ash four-prong test to determine that a NYSE rule and NYSD constitutional provision provide no private rights of action). Thus, plaintiff has no cause of action under either rule for any alleged violations. Plaintiff attempts to evade the absence of a private right of action by converting his claim into one for (1) breach of contract as an intended third-party beneficiary of the NASD/NYSE’s rules, or (2) tortious interference with contract. (P. Mem.9-14.) Both of these claims require the existence of a contract to succeed. See Maldonado v. Olympia Mech. Piping & Heating Corp., 8 A.D.3d 348, 777 N.Y.S.2d 730, 731 (2d Dep’t 2004) (<HOLDING>); Bradbury v. Woller Cope-Schwarz, 20 A.D.3d Options: A. holding that the trial court should have dismissed the employees breach of contract claim B. holding that the plaintiffs breach of contract claim was properly a statutory claim under the personnel management act C. holding that a breach of contract claim was properly dismissed where plaintiff did not identify the contracts allegedly breached D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding trial court properly dismissed pursuant to 12b6 plaintiffs claim where plaintiff did not allege existence of a valid option contract

assistant: The best answer is C. holding that a breach of contract claim was properly dismissed where plaintiff did not identify the contracts allegedly breached
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: More recently, the Fourth Circuit characterized the limited application of Eastern Enterprises as follows: Eastern Enterprises can only be viewed as rendering a decision that Congress acted arbitrarily in imposing retroactive liability on a signatory to [National Bituminous Coal Wage Agreements] in existence prior to those that promised lifetime health benefits to retired miners when that signatory made no promise of lifetime benefits, did not contribute to the problem that caused the funding shortfall for the promised lifetime benefits or to the need for such benefits, and was not put on notice by any governmental action during the relevant time period that it might be subjected to later liability. Holland v. Big River Minerals Corp., 181 F.3d 597, 606-607 (4th Cir. 1999) (<HOLDING>). In this case, no doubts have been expressed Options: A. holding that the failure to file a proper motion to dismiss raising a constitutional challenge to a criminal statute waives the issue on appeal B. holding the failure to comply with the act does not bar defendant from raising a constitutional challenge to jury selection procedures C. holding that the court did not have jurisdiction to consider an argument not presented to the board in a motion for reconsideration D. holding that any motion made within ten days of entry of judgment which seeks a substantive change in the judgment will be considered a rule 59e motion which suspends the finality of the judgment and tolls the time to appeal E. holding that eastern enterprises did not constitute a change in the law sufficient to justify the raising of a constitutional challenge to the coal act in a motion for reconsideration after judgment under fed rcivp 59e

assistant: The best answer is E. holding that eastern enterprises did not constitute a change in the law sufficient to justify the raising of a constitutional challenge to the coal act in a motion for reconsideration after judgment under fed rcivp 59e
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 Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices, and each presents fairly, in all material respects: (i) the financial position of Corporation as at the respective dates of the relevant statements, and (ii) the financial performance and cash flows of Corporation for the period covered by the Financial Statements, subject to, in the case of the Interim Financial Statements, normal year-end adjustments and the absence of notes thereto and applicable disclosures required by GAAP. True, correct and complete copies of the Financial Statements and the Interim Financial Statements are attached as Schedule 3.2(t) of the Disclosure Letter.

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: Supreme Court precedent suggests that this inquiry was reasonable. In Atwater v. City of Lago Vista, 532 U.S. 318, 121 S.Ct. 1536, 149 L.Ed.2d 549 (2001), the Court held that the Fourth Amendment permits a police officer to effect a custodial arrest of someone for a misdemeanor parking violation, even though the offense is not one that permits the violator’s arrest under state law. Id. at 354, 121 S.Ct. 1536. Applying Atwater to the context of a motorist being asked more questions by a police officer than are necessary to issue a traffic citation, the Seventh Circuit has opined: Questions that hold potential for detecting crime, yet create little or no inconvenience, do not turn reasonable detention into unreasonable detention. They do not signal or facilitate o th Cir.1998) (en banc) (<HOLDING>); Childs, 277 F.3d at 954 (upholding the Options: A. holding that because the law in this area is unclear an officer who shot a fleeing motorist was not unreasonable in believing that a potential threat to third parties would justify shooting the motorist B. holding that for purposes of determining whether the roadblock worked a fourth amendment seizure the controlling considerations are whether 1 the motorist was meant to be stopped by the physical obstacle of the roadblock and 2 the motorist was so stopped C. holding that where police officers had stopped a vehicle because they suspected that the motorist was intoxicated irrespective of whether the deputies were justified in detaining the motorist after he showed no signs of intoxication and even if they had not after approaching the motorist observed conditions raising a reasonable and articulable suspicion that criminal activity was afoot they were entitled to ask the motorist for permission to search his vehicle D. holding that a fleeing motorist was not seized for fourth amendment purposes until the law enforcement officers were successful in stopping the motorist at a roadblock E. holding that police officers are entitled to conduct an investigatory stop of a motorist if they have reasonable suspicion that the motorist has committed a traffic violation

assistant: The best answer is C. holding that where police officers had stopped a vehicle because they suspected that the motorist was intoxicated irrespective of whether the deputies were justified in detaining the motorist after he showed no signs of intoxication and even if they had not after approaching the motorist observed conditions raising a reasonable and articulable suspicion that criminal activity was afoot they were entitled to ask the motorist for permission to search his vehicle
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: factor seven, the relative bargaining power of the parties, weighs against a finding that Martin and Powell knowingly and voluntarily made the waiver. An absence of evidence of equal bargaining power does not meet Bank of America’s burden to produce prima facie evidence of a knowing and voluntary waiver. In short, in the record before us, Bank of America produced no evidence showing that Martin and Powell knowingly and voluntarily waived their constitutional right to trial by a jury. No evidence exists that Martin and Powell’s waiver of their constitutional right to trial by a jury was an “intelligent act done with sufficient awareness of the relevant circumstances and likely consequences” as required by In re Prudential. 148 S.W.3d at 132; RDO Fin. Servs. Co., 191 F.Supp.2d at 814 (<HOLDING>). Consequently, Bank of America failed to meet Options: A. holding that under the sixth amendment a criminal defendant may waive his right to counsel if that waiver is knowing intelligent and voluntary B. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary C. holding a waiver of a substantial constitutional right must be a voluntary knowing and intelligent act D. holding under similar facts as a matter of law that a knowing and voluntary waiver of powells right to a jury trial has not been demonstrated E. holding waiver of right to counsel not voluntary and knowing when defendant terminated counsel and requested another attorney but the trial court would allow delay and appointment only upon waiver of speedy trial right

assistant: The best answer is D. holding under similar facts as a matter of law that a knowing and voluntary waiver of powells right to a jury trial has not been demonstrated
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: Following the Separation Date, Executive will not be required to perform any services for Company except: (a) as is necessary to cooperate with and assist Company as requested in the orderly transition of duties, including but not limited to, answering Company's questions on an ongoing basis as Company may reasonably require; and (b) to assist and cooperate (including, but not limited to, testifying or providing information to Company) in the investigation and handling of any actual or threatened court action, arbitration or other proceeding involving any matter that arose during the period of Executive’s employment; provided, however, that the Company will advance any expenses Executive reasonably incurs in connection with any such cooperation (including, without limitation, any travel, legal or other out-of-pocket expenses incurred at the Company’s direction). Furthermore, any such cooperation will be scheduled, to the greatest extent possible, so as not to interfere with Executive’s then personal or professional obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is shown to be willfully dishonest for personal gain by means of fraud, deceit, cheating or like conduct, absent the most compelling extenuating circumstances ...” Agnew, 271 Md. at 553-54, 318 A.2d at 817. To do otherwise, we concluded, “would constitute a travesty of our responsibility.” Id. And, because “[cjandor and truthfulness are two of the most important moral character traits of a lawyer,” [Att’y Grievance Comm’n v. Myers, 333 Md. 440, 449, 635 A.2d 1315, 1319 (1994) ] deliberate and systematic conduct amounting at least to “fraud or deceit” has resulted in the imposition of the ultimate sanction of disbarment. Guberman, 392 Md. at 137-38, 896 A.2d at 340-41 (footnote and citations omitted). See also Att’y Grievance Comm’n v. Spery, 371 Md. 560, 567, 810 A.2d 487, 491 (2002) (<HOLDING>). We explained the rationale behind this Options: A. holding that disbarment was the appropriate sanction for an attorneys repeated material misrepresentations B. holding that disbarment was the appropriate sanction where an attorney misappropriated funds from his real estate partners C. holding that disbarment was proper where the attorney misappropriated payments from clients of his firm for his own use and took steps to conceal his conduct from his firm D. holding that an attorney was subject to disbarment based on his willful disobedience of a probate court order requiring him to return excess attorney fees paid to the executor of an estate E. holding that disbarment was the appropriate sanction for an attorney who converted partnership money to his own use without authorization and without disclosure to his other partners

assistant: The best answer is E. holding that disbarment was the appropriate sanction for an attorney who converted partnership money to his own use without authorization and without disclosure to his other partners
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 the rights and obligations of Assignor and Assignee hereunder shall be binding upon and inure to the benefit of Assignor and Assignee und their respective successors, assigns, heirs, executors, administrators, and personal representatives, shall be governed by and construed in accordance with the laws of the State of Georgia, and may not be modified or amended in any manner other than by a written agreement signed by all parties hereto.

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: This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof (including without limitation, the Offer Letter that the parties had been negotiating) but does not supersede the Restrictive Covenant Agreement. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of 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: To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to the Executive’s employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify the Executive, or not to identify his, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. The Executive further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that the Executive may have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: its traditional discretionary powers to withhold equitable relief for the enforcement of a compensation award obtained through an employee’s fraud. Since section 921(d) contains no explicit delimitation of the district court’s equitable powers, we must look to the LHWCA’s remedial framework as a whole. The LHWCA affords Jones an adequate remedy for redressing any fraud alleged in the affirmative defense. Eschewing conventional res judicata principles, section 922 allows an employer to request the ALJ to reconsider the ease where there has been a “change of conditions” or “mistake of fact” warranting modification or suspension in compensation payments. See 33 U.S.C. § 922; see also 20 C.F.R. § 702.373; Hudson v. Southwestern Barge Fleet Servs., Inc., 16 Ben.Rev.Bd.Serv. 367, 369 (1984) (<HOLDING>) (citing Banks v. Chicago Grain Trimmers Ass’n, Options: A. holding that lear does not abrogate general principles of res judicata or the res judicata effect of a consent decree regarding patent validity B. holding that res judicata applies in deportation proceedings C. holding that 922 was intended by congress to displace traditional notions of res judicata D. holding that the doctrine of res judicata applies to deportation proceedings E. holding that res judicata did not apply where a trial courts order was not a final judgment

assistant: The best answer is C. holding that 922 was intended by congress to displace traditional notions of res judicata
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or any Collateral.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: district court in equity to enter a preliminary injunction freezing assets.”). The court concludes that when a creditor asserts an equitable claim to a debtor’s specific assets, and seeks a remedy to recover specific assets, the court may, in the interim, invoke equity to preserve the status quo pending judgment where the legal remedy might prove inadequate, and the preliminary relief would further the court’s ability to grant the final relief requested. See RoDa Drilling, 552 F.3d at 1208. As a result, and as a means of preserving the status quo in this case, the court concludes that it is authorized to enjoin the dissemination, disposal and spending of the Tax Refunds because JPMorgan’s Counterclaims seek various forms of equitable relief. See, e.g., Oncology Assocs., 198 F.3d at 496 (<HOLDING>). I. Nexus of Equitable Claims To the Assets Options: A. holding that tull did not mandate a jury trial in a state environmentalenforcement action for injunctive relief and civil penalties where the civilpenalty statute contained multiple factors including equitable restitution and the legislatures statement of purpose emphasized the importance of protecting and maintaining the natural resources of the state and of preserving the status quo goals that were equitable in nature B. holding that it was error not to dismiss plaintiffs causes of action for negligence and unjust enrichment there being no commonlaw right of privacy in new york where the plaintiff brought an action to recover damages for the unauthorized reuse of his image and voice in a television commercial C. holding that a preliminary injunction was a reasonable means of preserving the status quo and was of the same character as the ultimate relief sought when a few but not all of the causes of action in the complaint were of an equitable nature including causes of action for unjust enrichment and imposition of constructive trust D. holding that the scope of section 541 is broad and includes all kinds of property including causes of action E. holding that although money had and received and unjust enrichment were pled as separate causes of action they are really the same cause of action

assistant: The best answer is C. holding that a preliminary injunction was a reasonable means of preserving the status quo and was of the same character as the ultimate relief sought when a few but not all of the causes of action in the complaint were of an equitable nature including causes of action for unjust enrichment and imposition of constructive trust
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Buyer. This Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally, and principles governing the availability of equitable remedies.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Lester & Co. v. Whittle, 114 Tex. 548, 273 S.W. 808, 812 (1925). This rule applies even though the alleged unconstitutionality of a statute is not pled. But we do not rely upon the above authority, for to characterize this issue as a point of error not raised on appeal or presented at trial misconstrues the nature of what this Court is called upon to do. Lisa does not ask this Court to declare a statute unconstitutional, a matter not raised by point of error on appeal, but rather to interpret a statute, i.e., section 13.42(a) of the Texas Family Code. Tex. Fam.Code Ann. § 13.42(a) (Vernon Supp. 1990). In such a situation, we must not place an interpretation upon a statute that creates an unconstitutional application. See State v. Shoppers World, Inc., 380 S.W.2d 107, 111 (Tex.1964) (<HOLDING>). Also, we are not without guidance in this Options: A. holding that if there is only one construction that will permit all parts of the deed to be given effect it should be followed B. holding that the court will not interpret the law in such a way as to render a jurisdictional statute a nullity C. holding replevin statute unconstitutional although it merely authorized the seizure of property which occurred only after the order was given to the sheriff D. holding that a statute must not be given the one of two reasonable interpretations which will render it unconstitutional E. holding that apprendi did not render 841 unconstitutional

assistant: The best answer is D. holding that a statute must not be given the one of two reasonable interpretations which will render it unconstitutional
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver, express or implied, by any Member of any obligation of, or any breach or default by any other Member in the performance by the other Member of its obligations, hereunder shall be (a) binding or enforceable except to the extent (if any) set out in a writing signed by the Member sought to be charged thereby or (b) deemed or construed to be a waiver of any other breach or default under this Agreement. Failure on the part of any Member to complain of any act or omission of any other Member, or to declare such other Member in default irrespective of how long such failure continues, shall not constitute a waiver hereunder. No notice to or demand on a defaulting Member shall entitle such defaulting Member to any other or further notice or demand in similar or other circumstances.

assistant: No 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: The Closing of the transaction described in this Agreement shall take place on such date as mutually determined by the parties hereto (the “ Closing ”), which Closing is expected to be on or before March 14, 2018 or as soon thereafter as practicable, through an escrow at the law offices of J.M. Walker & Associates, Centennial, Colorado. At the Closing, the Sellers shall deliver to the Buyer one or more stock certificates duly endorsed and medallion stamped (or with a medallion waiver for transfer representing the Sale Shares). All sales, transfer, income, or gain taxes applicable to the sale of the Sale Shares by Sellers as contemplated by this Agreement shall be paid by Sellers.

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 legal provision and list the applicable contract clause categories. Provision: Seller shall provide Buyer with the reports and other materials and information with respect to the Property required to be provided by Borrower under, and pursuant to, Section 4.9 (Financial Reporting) of the Loan Agreement.

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: All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

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: All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Bridge Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of Holdings at the Holdings’ address set forth in Section 13.2 of the Bridge Credit Agreement.

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: As an independent contractor, Consultant shall be solely responsible for any taxes due in connection with any compensation (including vesting of equity awards from the Company) that Consultant receives in connection with this Agreement and the performance of the Services hereunder, and Consultant agrees to pay all such taxes when due.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and any Proceeding in any way arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or thereby or the legal relationship of the Parties hereto or thereto (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by it of this Agreement does not (i) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its certificate of incorporation or bylaws or other organizational documents or those of any of its subsidiaries or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, other than as a result of the commencement of the Chapter 11 Cases.

assistant: No Conflicts