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: Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

assistant: Confidentiality
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: an unrecorded mortgage using the Bankruptcy Code’s “strong arm” powers. In this case, Cerrato has not claimed that BAC’s lien on the Property was unrecorded or improperly recorded, nor would it matter since BAC’s lien had already been reduced to judgment before the filing of Cerrato’s bankruptcy. B. The Unpaid Transfer Tax New York imposes a transfer tax on the sale of real estate. See N.Y. Tax §§ 1400-1421. The transfer tax applies to a sale pursuant to a judgment of foreclosure. See N.Y. Tax § 1405 (listing exemptions to the real estate transfer tax, which do not include foreclosure sales). The obligation to pay the real estate transfer tax falls on the grantor. See N.Y. Tax § 1404. Where the grantor fails to pay the tax, the duty to pay s , 274, 654 N.Y.S.2d 162 (N.Y.App.Div.1997) (<HOLDING>); Katzeff v. Cohn, 139 Misc.2d 1076, 529 Options: A. holding that plaintiff lacked standing after foreclosure sale to set aside the sale arid reinstate her right to redeem property based upon arguments that events surrounding the closing of the sale were improper B. holding that plaintiffmortgagor lacked standing to enforce the terms of a foreclosure sale since there was no statutory authority allowing a mortgagor to enforce the provisions of a sale agreement when a foreclosure purchaser is in default C. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale D. holding that a properly conducted nonjudicial foreclosure sale quiets title in the purchaser E. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final

assistant: The best answer is B. holding that plaintiffmortgagor lacked standing to enforce the terms of a foreclosure sale since there was no statutory authority allowing a mortgagor to enforce the provisions of a sale agreement when a foreclosure purchaser is in default
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 will give written notice to Buyer promptly, but in any event within three (3) Business Days, upon becoming aware of the occurrence of (i) any Event of Default or pending or anticipated Event of Default; (ii) the submission of any claim or the initiation or threat of any legal process or Proceeding, or rule making or disciplinary proceeding by or against Seller, or the promulgation of any proceeding or any proposed or final rule which could reasonably be expected to have a Material Adverse Effect; (iii) any damage to or loss, elimination or destruction of any portion of the Purchased Receivables or (iv) the receipt of notice that (a) any license, permit, charter, registration or approval necessary for the conduct of Seller ’ s business is to be, or may be, suspended or revoked or (b) Seller is to cease and desist any practice, procedure or policy employed by Seller in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to have a Material Adverse Effect.

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: If the Revolving Credit Facility is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

assistant: Effective Dates
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: Schedule 4.4 sets forth a detailed list of the use of proceeds, which shall include, among other things, the purchase of the bearer bond held by VR Equitypartner GmbH and the payment in full of all amounts owed by the Company to Hannoversche Volksbank. It is anticipated that a portion of the proceeds of the Note will be not be paid to the Company but will instead be paid by the Purchaser directly to VR Equitypartner GmbH to acquire the bearer bond held by VR Equitypartner GmbH. Immediately after acquisition of the bearer bond, the Purchaser shall assign the bearer bond to the Company. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and capital expenditures related to sales and marketing and application expansion and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s Indebtedness (other than as set forth on Schedule 4.4 hereto, the payment of trade payables in the ordinary course of the Company’s business and prior practices and other than ordinary course payments of principal and interest on the Company’s outstanding secured promissory notes), or (b) for separation payments other than an aggregate of $150,929.72 in connection with a termination or separation of from the Company of Michaela Ott and Michael Ott. The only Indebtedness of the Company outstanding after the Closing shall be Permitted Indebtedness.

assistant: Use Of Proceeds
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 two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.

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: is a reasonable probability that the result of phase, we hold that, under Huizar, the trial court should have instructed the jury pursuant to article 37.07 during the punishment phase about the prior fondling offenses. See Huizar, 12 S.W.3d at 483-85. Graves was therefore entitled to a reasonable-doubt instruction during the punishment phase. As set forth above in issue five, we hold that the absence of a reasonable-doubt instruction during the punishment phase did not deprive Grave of a fair and impartial trial. See Almanza, 686 S.W.2d at 171. Graves therefore fails to satisfy the second prong of Strickland—that the result of the proceedings would have been different had counsel requested the instruction. See Allen v. State, 47 S.W.3d 47, 54-55 (Tex.App.-Fort Worth 2001, pet. ref’d) (<HOLDING>). Graves does not show how the results of his Options: A. holding that any error was harmless and thus not plain error B. holding that cotton does not control nor aid our analysis because that case was analyzed under plain error not harmless error C. holding that the prejudice prong in strickland was not satisfied because counsels failure to raise an evidentiary issue would not have altered the result of the proceedings because the erroneous admission of the evidence would have constituted harmless error D. holding exclusion was harmless error E. holding that defendant did not satisfy second prong of strickland because court analyzed that error was harmless under almanza

assistant: The best answer is E. holding that defendant did not satisfy second prong of strickland because court analyzed that error was harmless under almanza
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: (11th Cir.1992). As for congressional abrogation, we have held that Congress did not intend to abrogate the states’ Eleventh Amendment immunity in passing § 1983. Robinson, 966 F.2d at 640. Accordingly, the district court did not err by granting the State of Georgia’s motion to dismiss both the federal and state claims against it based on Eleventh Amendment immunity. The State of Georgia has not consented to being sued in federal court nor has Congress abrogated the state’s Eleventh Amendment immunity. AFFIRMED. 1 . We will not consider Alyshah’s argument, raised for the first time in his reply brief, that the district court erred-by dismissing his case while his motion to recuse the district court judge was pending. Cf. United States v. Magluta, 418 F.3d 1166, 1185-86 (11th Cir.2005) (<HOLDING>), cert. denied, — U.S. -, 126 S.Ct. 2966, 165 Options: A. holding that a contention raised for the first time in a reply brief was waived B. holding argument not raised in opening brief but raised for the first time in reply brief was waived C. holding that issue raised for the first time in reply brief was waived D. holding argument is waived when raised for first time in reply brief E. holding that argument raised for the first time in reply brief was deemed abandoned

assistant: The best answer is E. holding that argument raised for the first time in reply brief was deemed abandoned
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 consent or waiver of any party is required or declaration to or filing with any governmental or regulatory authority, or any other third party is required to (a) execute this Agreement, (b) consummate this Agreement and the transactions contemplated hereby, (c) permit Seller to sell the Assets to Buyer, or (d) restrict the Buyer use of the Assets after the Closing Date.

assistant: Consents
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) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Subordinated Debtors and each affected Subordinated Lender, subject to any consent required in accordance with Section 9.02 of the Credit Agreement and to the other terms of Section 9.02 of the Credit Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except as set out elsewhere in these terms , all intellectual property rights including , but not limited to , copyright ( including copyright in computer software ) , patents , trade marks or business names , design rights , database rights , know-how , trade secrets and rights of confidence in the skyscanner services and platforms ( together , the `` intellectual property rights '' ) are owned by or licensed to skyscanner .

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: This Agreement contains the entire between Executive and the Company and the Bank relating to the subject matter of this Agreement and supersedes all prior agreements and understandings with respect to such subject matter (including without limitation the Prior Agreement. There are no understandings, conditions, representations or warranties of any kind between the parties to this Agreement except as expressly set forth in 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: This Agreement is personal to Executive and shall not, without the prior written consent of the Company, be assignable by Executive. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company, acquires all or substantially all of the Company’s assets, or to which the Company assigns this Agreement by operation of law or otherwise.

assistant: Successors
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: despite the underlying circumstances. See United States v. Moudy, 132 F.3d 618, 620 (10th Cir.1998) (stating that “[ejvery escape scenario is a powder keg, which may or may not explode into violence and result in physical injury to someone at any given time, but which always has the serious potential to do so” and that this characterization applies “to all escapes, whether or not violence was actually involved”) (citing United States v. Gosling, 39 F.3d 1140, 1142 (10th Cir.1994)). C. Sixth Amendment Claim Finally, Mr. Flowers argues that the district court violated his Sixth Amendment rights by failing to submit the fact of his prior convictions to a jury. This argument is also foreclosed by circuit precedent. See United States v. Moore, 401 F.3d 1220, 1223, 1226 (10th Cir.2005) (<HOLDING>). III. CONCLUSION Accordingly, we AFFIRM Mr. Options: A. holding that the fact of prior convictions under 924e need not be charged in an indictment and proven to a jury and also that the government need not charge in an indictment and prove to a jury that a defendants prior conviction constitutes a violent felony under 924e B. holding that district court may enhance sentence based on fact of prior convictions under 924e regardless of whether admitted by defendant or found by jury C. holding that facts regarding prior convictions need not be charged in an indictment nor proven to a jury beyond a reasonable doubt D. holding that prior convictions relevant only to the sentencing of an offender found guilty of the charged crime do not need to be charged in an indictment or proven to a jury beyond a reasonable doubt E. holding that elements of statute which became 924e need not be reflected in indictment for crime charged

assistant: The best answer is A. holding that the fact of prior convictions under 924e need not be charged in an indictment and proven to a jury and also that the government need not charge in an indictment and prove to a jury that a defendants prior conviction constitutes a violent felony under 924e
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is the result of negotiations between and has been reviewed by each of Borrower and Lender as of the date hereof and their respective counsel; accordingly, this Agreement shall be deemed to be the product of the parties hereto, and no ambiguity shall be construed in favor of or against Borrower or Lender. Borrower and Lender agree that they intend the literal words of this Agreement and the other Loan Documents and that no parol evidence shall be necessary or appropriate to establish Borrower’s or Lender’s actual intentions.

assistant: Construction
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 appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock or in cash, or any combination of the two, or in any other form of consideration as determined by the Administrator and contained in the Stock Appreciation Right Agreement.

assistant: Payments
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, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of their representatives.

assistant: Survival
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: should either party file a claim contrary to the dispute resolution section , the other party may recover attorneys ' fees and costs up to one thousand u.s. dollars ( $ 1,000.00 usd ) , provided that such party seeking such fees has notified the other in writing of the improperly filed claim , and the other has failed to promptly withdraw the claim .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: offense.” U.S.S.G. § 2X3.1(a). Application Note 1 to that section defines “underlying offense” as “the offense as to which the defendant is convicted of being an accessory.” Id,., Application Note 1. It further directs the sentencing court to “Mpply the base offense level plus any applicable specific offense characteristics that were known, or reasonably should have been known by the defendant.” Id. Thus, § 2X3.1, applied in isolation, would only extend the reasonable-knowledge requirement to “specific offense characteristics” of the underlying offense. Application Note 1 to § 2X3.1, however, casts doubt on this conclusion by directing-courts to “see Application Note 10 of the Commentary to § 1B1.3.” Id. Application Note 10 states that for “solicitation, misprision, or access .2001) (<HOLDING>); but see United States v. Cihak, 137 F.3d 252, Options: A. holdingthat in determining base offense level in a rico case district court should not limit its relevant conduct to predicate acts charged against the defendant but instead should consider all conduct reasonably foreseeable to the defendant in furtherance of the rico enterprise B. holding that ussg 1b13 application note 10 brought in by the crossreference in section 2x31 extends the reasonable knowledge requirement to all conduct relevant to determining the offense level for the underlying offense C. holding that when the relevant conduct of the larger conspiracy is not taken into account in establishing a defendants base offense level a reduction pursuant to ussg 3b12 is not warranted D. holding that in determining whether a crime is a continuing offense the court must focus on the nature of the substantive offense and not on the specific characteristics of the conduct in the case at issue E. holding that counsel was not ineffective in failing to request a charge on the lesserincluded offense when the evidence showed either the commission of the completed offense as charged or the commission of no offense such that the defendant was not entitled to a charge on the lesser offense

assistant: The best answer is B. holding that ussg 1b13 application note 10 brought in by the crossreference in section 2x31 extends the reasonable knowledge requirement to all conduct relevant to determining the offense level for the underlying offense
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: history points “if the defendant committed the instant offense while under any criminal justice sentence, including probation.” U.S.S.G. § 4Al.l(d). Barrera argues that once he was deported to Mexico, he was no longer on probation for purposes of § 4Al.l(d). Specifically, Barrera asserts that because Oregon no longer exercised authority over him, his deportation terminated his probation. This argument is without merit. Although this is an issue of first impression in our circuit, other circuits have expressly held that deportation does not automatically extinguish penal supervision such as parole and supervised release. See, e.g., United States v. Carrasco-Mateo, 389 F.3d 239, 247 (1st Cir.2004). We believe the same principle applies to probation and hold that Barrera (2d Cir.2002) (<HOLDING>); United States v. Akinyemi, 108 F.3d 777, 779 Options: A. holding that deportation does not extinguish term of parole B. holding that the attorney generals discretionary power to suspend deportation did not apply to aliens within the country on parole because parole by statute was not to be regarded as an admission of the alien citation and internal quotation marks omitted C. holding that parole is not a right in pennsylvania D. recognizing detention during deportation proceedings as a constitutionally valid aspect of the deportation process E. holding that parole survives deportation

assistant: The best answer is E. holding that parole survives deportation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee shall not publish or utter, whether in writing or orally, any disparaging statements about the character, competence, integrity, or business practices of the Corporation, its officers, directors, managers, supervisors, employees, or agents. Nothing in this Agreement, however, shall prevent Employee from providing truthful testimony as required by law or from engaging in any activities protected by law. Nothing in this release shall be construed to prevent Employee from communicating with any United States government agency regarding matters that are within the agency’s jurisdiction. Corporation agrees that no officer or director of Corporation will publish or utter, whether in writing or orally, any disparaging statements about the character, competence, integrity or business practices of Employee, unless compelled to do so as part of the judicial process as part of any litigation between the Parties related to this Agreement.

assistant: Non-Disparagement
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 following broad choice-of-law policy considerations: “(a) the needs of the interstate and international systems, (b) the relevant policies of the forum, (c) the relevant policies of other interested states . . . , (d) the protection of justified expectations, (e) the basic policies underlying the particular field of law, (f) certainty, predictability, and uniformity of result, and (g) ease in the determination and application of the law to be applied.” Restatement § 6(2). 20 Restatement § 145 cmt. a. 21 Restatement § 148. 22 101 Wn.2d 200, 676 P.2d 477 (1984). 23 Id. at 205. 24 Id. at 204. 25 Id. 26 109 Wn.2d 107, 744 P.2d 1032, 750 P.2d 254 (1987). 27 Id. at 135. 28 Id. at 134. 29 Id. 30 See, e.g., Bank of Am., NA v. Prestance Corp., 160 Wn.2d 560, 576 n.11, 160 P.3d 17 (2007) (<HOLDING>); Niemann v. Vaughn Cmty. Church, 154 Wn.2d Options: A. recognizing kansas courts adoption of restatement second of torts 909 1977 B. holding that duty existed as a matter of public policy independent of the restatement C. recognizing restatement second of torts 428 but also discussing the inherently dangerous activities standard D. recognizing cases where courts have considered the restatement approach as persuasive but declined to clearly articulate a rule adopting the restatement approach regarding restatement third of property mortgages 76 1997 E. recognizing tentative draft of restatement second of torts 652e

assistant: The best answer is D. recognizing cases where courts have considered the restatement approach as persuasive but declined to clearly articulate a rule adopting the restatement approach regarding restatement third of property mortgages 76 1997
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a district court’s original grant or denial of a 'stay put' order or 'stay put’ injunction. No case cited deals with appellate review of a district court's refusal to enjoin a preexisting 'stay put' order. See Zvi D. v. Ambach, 694 F.2d 904, 906 (2d Cir.1982) (stating that [§ 1415(j) ] 'substitutes an absolute rule in favor of the status quo for the court's discretionary consideration of the factors of irreparable harm and either a likelihood of success on the merits or a fair ground for litigation and a balance of hardships'); see also Drinker v. Colonial Sch. Dist., 78 F.3d 859, 864 (3d Cir.1996) (quoting Zvi D. and adopting the reasoning of the Second Circuit); Bd. of Educ. of Cmty. High Sch. Dist. No. 218, Cook County v. Illinois State Bd. of Educ., 103 F.3d 545, 550 (7th Cir.1996) (<HOLDING>).” Johnson, 287 F.3d at 1180. 13 . An IFSP Options: A. holding that the stay put provision establishes a strong preference but not a statutory duty for maintenance of the status quo B. holding that a federal action to enforce the stay put provision is not itself a pending proceeding under 1415 that triggers stay put C. holding that when the district court applies the wrong preliminary injunction standard this court may review the record to determine whether the injunction is justified D. holding that use of the preliminary injunction equitable factors would dilute the statutory framework under the stay put provision E. holding that plaintiffs were not entitled to a preliminary injunction

assistant: The best answer is D. holding that use of the preliminary injunction equitable factors would dilute the statutory framework under the stay put provision
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 Parent has furnished to each Lender copies of the consolidated balance sheet of the Parent and its consolidated Subsidiaries as of June 30, 2016, and the consolidated statement of operations of the Parent and its consolidated Subsidiaries for the year ended December 31, 2015 and for the six-month period ended June 30, 2016. Such financial statements (including in each case related schedules and notes) present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments).

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: was given as a gift.”). We would note that a debt may be the subject of a gift by a creditor to his debtor. Underwood, 836 S.W.2d at 443. 32 . Browning, 551 S.W.2d at 825 quoting Bowman’s Adm’rs v. Bowmans Ex’r, 301 Ky. 694, 192 S.W.2d 955, 956 (1946). Accord 38 AM. JUR. 2D Gifts § 1 (1999) ("A 'gift' is a voluntary transfer of property by one person to another without any consideration or compensation therefore, whereby the donor manifests an intent that there be a present and irrevocable transfer of title to the subject matter of the gift."); BLACK’S LAW DICTIONARY 696 (7th ed. 1999) ("[Gjift” is "[t]he act of voluntarily transferring property to another without compensation.”). 33 . Ky.App., 600 S.W.2d 493 (1980). 34 . Id. at 495. 35 . Supra note 32; Underwood, 836 S.W.2d at 443 (<HOLDING>). 36 . Supra note 14. 37 . 38 AM. JUR. 2D Gifts Options: A. holding that son had no homestead interest in property even though he resided upon it with his fathers consent because son had neither title nor a present right to possess land nor right to demand partition from father who was his cotenant B. holding that transfer of insurance agency by father to his son was not a gift because sons agreement to continue fathers employment with agency was consideration for transfer C. holding that transfer was not discipline because transfer neither altered salary nor fringe benefits D. holding that a denial of transfer was not an adverse employment action where the plaintiff asserted only that the transfer would allow him to work closer to home E. holding that transfer was proper remedy for improper venue even though the issue of transfer was not raised until the motion hearing in circuit court

assistant: The best answer is B. holding that transfer of insurance agency by father to his son was not a gift because sons agreement to continue fathers employment with agency was consideration for transfer
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 OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will conduct, and cause each of its Subsidiaries to conduct, all material transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate, other than (a) transactions between the Borrower and its Subsidiaries, or between two or more Subsidiaries, (b) compensation arrangements for directors or executive officers approved by the board of directors or the compensation committee of the board of directors and (c) transactions incurred in the ordinary course of business with Persons that have directors or executive officers who are also directors or executive officers of the Borrower; provided , that , nothing contained in this Section 5.08 shall prevent the Borrower from paying dividends or making other cash distributions to its stockholders.

assistant: Transactions With Affiliates
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: States v. Comparato, 850 F.Supp. 153, 159 (E.D.N.Y.1993), quoting United States v. Rodgers, 461 U.S. 677, 683, 103 S.Ct. 2132, 2137, 76 L.Ed.2d 236 (1983) (“once it has been determined that state law has created property interests sufficient for federal tax lien[s] to attach, state law ‘is inoperative to prevent the attachment’ of such liens”). The Second Circuit noted that “federal law controlled whether [the taxpayers’] interests were exempt from levy by the United States.” Id., 22 F.3d at 458, citing United States v. Rodgers, 461 U.S. 677, 683, 103 S.Ct. 2132, 2137, 76 L.Ed.2d 236 (1983). Because the Second Circuit holding in Comparato governs this case, Mrs. Adler’s renunciation is invalid as against the federal tax lien. But see, Mapes v. United States, 15 F.3d 138 (9th Cir.1994) (<HOLDING>). Consequently, any settlement proceeds to Options: A. holding that plaintiffs may have a property interest in real property B. holding that a renunciation pursuant to arizonas probate code does determine whether a person has any interest in property for federal tax purposes C. holding that any property in which the taxpayer has any right title or interest is subject to foreclosure proceeding including property in which others claim an interest so long as all persons having liens or claiming any interest in the property are joined as parties to the suit D. holding that pursuant to maryland law the government maintains an everpresent interest in property owners land for tax purposes E. holding that state legislature should determine whether to cure discriminatory tax by enforcing tax as to all or forgiving tax in its entirety

assistant: The best answer is B. holding that a renunciation pursuant to arizonas probate code does determine whether a person has any interest in property for federal tax purposes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall use proceeds of the Loan to: (i) to refinance any existing mortgage and mezzanine indebtedness secured directly or indirectly by the Property, (ii) to make initial deposits of the Reserve Funds as required by Lender, (iii) to pay costs and expenses incurred in connection with the closing of the Loan and the Current Mezzanine Loan, and (iv) for such other purposes as provided in the sources and uses delivered at Closing as approved by Lender.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and Associates, Inc. v. Person County, 92 N.C. App. 129, 140, 374 S.E.2d 165, 172 (1988), disc. review denied, 324 N.C. 337, 378 S.E.2d 799 (1989). “Other jurisdictions that have considered the issue favor disclosure, but the majority view appears to be that an award will not be disturbed where the undisclosed relationship is not substantial.” Id. at 140, 374 S.E.2d at 172; see Annotation, Setting Aside Arbitration Award on Ground of Interest or Bias of Arbitrators, 56 A.L.R.3d 697 (1974). Finally, in those cases in which arbitrator misconduct has led to the vacation of an award, the arbitrators’ actions and behavior have been different in kind and degree from the casual comments of arbitrator Southworth here. See Fashion Exhibitors v. Gunter, 291 N.C. at 221-22, 230 S.E.2d at 389 (<HOLDING>); Ruffin Woody v. Person County, 92 N.C. App. Options: A. holding that uncouth sarcastic and critical comments by arbitrators during the hearing amounted to misconduct under gs 156713 sufficient to vacate the award B. holding that the party seeking to vacate the award has the burden of providing the court with the evidence to support its arguments C. holding that under the faa 10a arbitration panels refusal to continue hearings to allow witness to testify the only witness with evidence of fraud not found from other sources was fundamental unfairness and misconduct sufficient to vacate the award D. holding that actions of arbitrators in gathering evidence outside the scheduled hearings and without notice to the parties constituted misconduct sufficient to vacate the award E. holding that an award of arbitration cannot be set aside for mere errors of judgment either as to the law or the facts if the award is within the scope of the submission and the arbitrators are not guilty of the acts of misconduct set forth in the statute the award operates as a final and conclusive judgment and however disappointing it may be the parties must abide by it

assistant: The best answer is D. holding that actions of arbitrators in gathering evidence outside the scheduled hearings and without notice to the parties constituted misconduct sufficient to vacate the award
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: check on the same day into her account at First Security Bank and kept $200 in cash, and Mr. Wis-by testified that he never received the funds and never endorsed the check. At the time that Ms. Battles made the $102,430.01 deposit, there was less than one hundred dollars in the account — specifically, the balance on May 8 was $64.45. And, according to the bank statement for that account, for the period beginning May 8 and ending May 18, there were no other deposits to the account. Therefore, a rational factfinder would have had little difficulty concluding that, when Ms. Battles wrote the $15,000 check to her mother on May 11, the debit that she effected involved fraudulently obtained funds and Ms. Battles knew that fact. See United States v. Haddad, 462 F.3d 783, 792 (7th Cir.2006) (<HOLDING>); Dazey, 403 F.3d at 1163 (concluding that the Options: A. holding that theft by taking conviction was supported by evidence of unlawful taking rather than unlawful appropriation of funds where defendant who was given an electronic banking card encoded with the account number of another customer withdrew funds from bank account knowing that she was obtaining funds which did not belong to her and which she had no right to receive B. holding that to establish a money laundering offense the laundering of funds cannot occur in the same transaction through which those funds first become tainted by crime C. holding that a money laundering enhancement was applicable because defendant knew the funds were represented to be proceeds of a drug transaction D. holding that a college received federal funds where the funds were granted to its students as financial aid rather than directly to the college because the language of the section does not distinguish between direct and indirect receipt of federal funds E. holding that the evidence of 1957 money laundering was sufficient where the government proved aggregate withdrawals of far more than 10000 above the amount of clean funds available the vast majority of funds transferred to the defendants business account from the food stamp reimbursements were not supported by evidence of legitimate food sales

assistant: The best answer is E. holding that the evidence of 1957 money laundering was sufficient where the government proved aggregate withdrawals of far more than 10000 above the amount of clean funds available the vast majority of funds transferred to the defendants business account from the food stamp reimbursements were not supported by evidence of legitimate food sales
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was again increased in 2000, and the resulting reductions to his Navy pension further reduced Susan’s benefits. Finally, in 2003, Ronald’s disability benefit was increased to 100 percent and Susan’s benefits were “significantly reduced” although not altogether eliminated. On April 23, 2003, Susan filed this action seeking to enforce the terms of the PSA that both parties agreed to in 1986. In a bench decision on December 5, 2003, the Family Court hearing justice found that Ronald impermissibly had modified the PSA when he “unilaterally applied for disability benefits” and that he had breached the contract between the parties. The court entered judgment on July 21, 2004, ordering that Susan receive a sum equal to 35 percent of the gross pension the husband would have received, had ) (<HOLDING>). Additionally, plaintiff asserts that the Options: A. holding that military retirement benefits are to be considered deferred pay for past services B. holding pension conferred cola was an accrued benefit and not ancillary because it was intended to provide retirement income commenced only at retirement and was a benefit generally transferrable to succeeding employers C. holding that a former spouse is a proportionate owner of the other spouses future military retirement pay and is thus entitled to onehalf of the percentage of such pay representing the number of military marriage years relative to the total length of military service D. holding that military retirement benefits are current pay and thus significantly different than other retirement benefits E. holding that disposable retirement pay from military pension was equal to gross retirement pay less federal income taxes

assistant: The best answer is E. holding that disposable retirement pay from military pension was equal to gross retirement pay less federal income 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: EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To Jurisdiction