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: in Complete Auto Transit, Inc. v. Brady, 430 U.S. 274, 97 S.Ct. 1076, 51 L.Ed.2d 326 (1977), and permit such taxation when: the tax is applied to an activity with a substantial nexus with the taxing state, is fairly apportioned, does not discriminate against interstate commerce, and is fairly related to the services provided by the state. Id. at 279, 97 S.Ct. at 1079; see also Exxon Corp. v. Wisconsin Dep’t of Revenue, 447 U.S. 207, 219-20, 100 S.Ct. 2109, 2117-18, 65 L.Ed.2d 66 (1980) (quoting Mobil Oil, 445 U.S. at 436-37, 100 S.Ct. at 1231). 11 . See also Allied-Signal, 504 U.S. at 783, 112 S.Ct. at 2260 (stating that "the constitutional test focuses on functional integration, centralization of management, and economies of scale”); Container Corp., 463 U.S. at 166, 103 S.Ct. at 2941 (<HOLDING>)! As noted, the parties here agree that Unisys Options: A. recognizing same principle B. recognizing the value of leveraging the governments limited enforcement resources C. recognizing principle but finding evidence at first trial sufficient D. recognizing principle E. recognizing breadth of unitary business principle and that it could apply not only to vertically integrated enterprises but also to a series of similar enterprises operating separately in various jurisdictions but linked by common managerial or operational resources that produced economies of scale and transfers of value

assistant: The best answer is E. recognizing breadth of unitary business principle and that it could apply not only to vertically integrated enterprises but also to a series of similar enterprises operating separately in various jurisdictions but linked by common managerial or operational resources that produced economies of scale and transfers of value
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: rights,” not determinative.) [original emphasis]. Numerous decisions support this Court’s conclusion that the defendant’s waiver was not knowingly and intelligently made. See, e.g., Tennell v State, 348 So.2d 937 (Fla. 2d DCA 1977) (only interrogating police officer and fourteen year old boy present when Miranda rights given and defendant signed written waiver, and officer “satisfy[ied] himself that the appellant understood [his rights].”); C.J. v State, 376 So.2d 911, 912 (Fla. 3d DCA 1979) (eleven year old boy held not to have understood rights he waived); Fields v State, 402 So.2d 46, 47 (Fla. 1st DCA 1981) (“while a juvenile may waive his Miranda rights, the state bears a ‘heavy burden’ in establishing that the waiver is valid.”); Hall v State, 421 So.2d 571, 573 (Fla. 3d DCA 1982) (<HOLDING>), rev. denied, 430 So.2d 452 (Fla. 1983); State Options: A. recognizing that the defendant bears the burden of establishing that plain error was prejudicial B. recognizing that distinguishing trespassers from nontrespassers is a heavy burden C. recognizing burden D. holding defendant was not entitled to jury instructions on lesserincluded offenses because his request did not constitute a waiver of the statute of limitations on those offenses such a waiver must be knowingly intelligently and voluntarily made E. recognizing states heavy burden of establishing that the waiver was intelligently made

assistant: The best answer is E. recognizing states heavy burden of establishing that the waiver was intelligently made
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 4.4. 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 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in this Agreement. 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 4.4, (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 4.4 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 4.4. 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: (Pl.’s Opp. at 20.) Plaintiff is correct that subsection (d)(2) of section 476 authorizes Indian tribes to bring lawsuits “to enforce the provisions” of the IRA in federal court; however, this language alone does not a sovereign immunity waiver make. Indeed, as this Court reads subsection (d)(2), Congress is speaking to the power of a federal court to consider cases of this nature (actions to enforce the provisions of the IRA), and does not mention who may properly be named as a defendant in any such suit, much less expressly permit such enforcement actions to proceed against the United States. Consequently, subsection (d)(2) is, at most, ambiguous as far as the defense of sovereign immunity is concerned, and that section therefore fails to qualif ’n, 89 F.3d 897, 901 (D.C.Cir.1996) (<HOLDING>). Instead, courts considering whether a Options: A. holding that the united states is liable for interest only in the event of a clear statutory waiver of sovereign immunity B. holding that federal courts have no subject matter jurisdiction to hear a claim against the united states or one of its agencies absent a clear waiver of sovereign immunity C. holding that 28 usc 1331 does not constitute a waiver of sovereign immunity D. holding that 28 usc 1331 which states that district courts shall have original jurisdiction of all civil actions arising under the constitution laws or treaties of the united states does not constitute a waiver of sovereign immunity E. holding that 28 usc 1361 which provides that district courts shall have original jurisdiction to compel an officer or employee of the united states to perform a duty owed to the plaintiff does not constitute a waiver of sovereign immunity

assistant: The best answer is E. holding that 28 usc 1361 which provides that district courts shall have original jurisdiction to compel an officer or employee of the united states to perform a duty owed to the plaintiff does not constitute a waiver of sovereign immunity
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: on an indefinite schedule is not acceptable. Alternatively, the plaintiffs assertion that she could work with her requested accommodations conflicts with her representation to the OPM that she could not work even with reasonable accommodations. Compare Pl.’s Opp’n at 22 with Def.’s Mot., Exs. 45-46. “[W]here a party assumes a certain position in a legal proceeding, and succeeds in maintaining that position, he may not thereafter, simply because his interests have changed, assume a contrary position.” Galt v. Phoenix Indem. Co., 120 F.2d 723, 726 (D.C.Cir.1941). Prior agency determinations, such as the one made by the OPM in this case, are analogous to the “legal proceeding” described in Galt. See, e.g., Rissetto v. Plumbers & Steamfitters Local 343, 94 F.3d 597, 603 (9th Cir.1996) (<HOLDING>); Simon v. Safelite Glass Corp., 128 F.3d 68, Options: A. holding that a social security disability determination is a legal proceeding B. holding that a proceeding under section 547 is a core proceeding C. holding that a notice of appeal filed in an adversary proceeding could not appeal the main proceeding D. holding that a workers compensation proceeding is a legal proceeding E. holding that misleading testimony regarding the purpose of a proceeding did not warrant inquiry into the result of the proceeding

assistant: The best answer is D. holding that a workers compensation proceeding is a legal proceeding
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 Person has acted directly or indirectly as a broker, finder or financial advisor for any Buyer Party in connection with the negotiations relating to the transactions contemplated by this Agreement for which any Seller Party shall become obligated to pay a fee, commission or other compensation.

assistant: Brokers
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: For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be duly given when delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the President of the Company, at One Technology Way, Norwood, Massachusetts 02062, and to you at the address shown above or to such other address as either the Company or you may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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: The Credit Parties represent and warrant that they are not aware of any claims or causes of action against the Lender or any of its affiliates, or their respective successors or assigns, and that they have no defenses, offsets or counterclaims with respect to any Obligations owed by the Credit Parties to the Lender. Notwithstanding this representation and as further consideration for the agreements and understandings herein, each of the Credit Parties, on behalf of themselves and their employees, agents, executors, heirs, successors and assigns, do hereby release the Lender, its predecessors, officers, directors, employees, agents, attorneys, affiliates, subsidiaries, successors and assigns, from any liability, claim, right or cause of action which now exists or hereafter arises as a result of acts, omissions or events occurring on or prior to the date hereof, whether known or unknown, including but not limited to claims arising from or in any way related to the Obligation, the Restated Financing Agreement, Amendment No. 1, Amendment No. 2, the Transaction Documents or the business relationship between any of the Credit Parties and the Lender, and any claims asserted or which could have been asserted by any of the Credit Parties in connection with the Obligations, the Restated Financing Agreement, Amendment No. 1, Amendment No. 2, this Amendment No. 3 or any other Transaction Document.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: dyed or otherwise marked as a control on numbers permitted on a lease in accordance with the annual operating plan. 9 . Op. at 143. 10 . See, e.g., Kachemak Bay Watch, 935 P.2d 816; Usibelli Coal Mine, Inc. v. State, Dep’t of Natural Resources, 921 P.2d 1134 (Alaska 1996); Gilbert v. State, Dep't of Fish & Game, 803 P.2d 391 (Alaska 1990); State v. Northern Bus Co., 693 P.2d 319 (Alaska 1984); Kenai Peninsula Fisherman's Coop. Ass’n v. State, 628 P.2d 897 (Alaska 1981); State v. Tanana Valley Sportsmen's Ass’n, 583 P.2d 854 (Alaska 1978). 11 . See Gilbert, 803 P.2d at 396-97 (concluding that agency policy limiting fishery before escapement goals were met was regulation because it modified commercial fishery limits); Kenai Peninsula Fisherman's Coop., 628 P.2d at 905-06, 905 n. 20 (<HOLDING>); Tanana Valley Sportsmen’s Ass’n, 583 P.2d at Options: A. recognizing that when an agency promulgates a regulation that is intended to preempt state law the regulation should not be disturbed unless there is evidence that it is contrary to congressional intent B. holding that agency classification was regulation subject to apa because it intended to regulate future conduct affecting fishery rights by establishing salmon use priority C. holding that ojrdinarily when a regulation is not promulgated in compliance with the apa the regulation is invalid however when equity demands the regulation can be left in place while the agency follows the necessary procedures citation omitted D. holding that a judgment establishing a partys exclusive light to use a trade name was not subject to collateral attack E. holding that verbal requirement of need not contained in hunting regulation was addition of substance and thus regulation under apa

assistant: The best answer is B. holding that agency classification was regulation subject to apa because it intended to regulate future conduct affecting fishery rights by establishing salmon use priority
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: light most favorable to the trial court’s ruling and must uphold that ruling absent an abuse of discretion.” Kniatt, 206 S.W.3d at 664. In reviewing the trial court’s order denying habeas corpus relief, the appellate court affords “almost total deference to the judge’s determination of the historical facts that are supported by the record, especially when the fact findings are based on an evaluation of credibility and demean- or.” Ex parte Wilson, 171 S.W.3d 925, 928 (Tex.App.-Dallas 2005, no pet.); see also Ex parte Mello, 355 S.W.3d 827, 832 (Tex.App.-Fort Worth 2011, pet. ref'd) (“This deferential review applies even when the findings are based on affidavits rather than live testimony.”); Phuong Anh Thi Le v. State, 300 S.W.3d 324, 327 (Tex.App.Houston [14th Dist.] 2009, no pet.) (<HOLDING>). The appellate court “will sustain the lower Options: A. holding that where both the appellate and trial courts are reviewing the paper record there is no reason for the appellate courts to defer to the trial courts finding B. holding that in reviewing trial courts ruling on habeas corpus petition reviewing court must defer to all of trial courts implied factual findings supported by record C. holding that appellate court must defer to all implied factual findings supported by record D. holding that reviewing court may consider trial evidence in reviewing denial of motion to suppress E. holding that appellate court reviewing trial courts habeas corpus ruling must review record evidence in light most favorable to ruling and uphold ruling absent abuse of discretion

assistant: The best answer is B. holding that in reviewing trial courts ruling on habeas corpus petition reviewing court must defer to all of trial courts implied factual findings supported by record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) such information may only be disclosed to those of your directors, officers, employees, affiliates, agents, representatives (including attorneys, accountants and financial advisors), and lenders (collectively, “your representatives”) who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree (in writing, if requested by the Company or its advisors), to treat such information confidential in accordance with the agreement) and

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of this Article VIII , each Member shall provide the other Members with such assistance as may reasonably be requested by such other Members in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to the liability for any Taxes with respect to the operations of the Company and the Subject Companies or the allowance or disallowance of any PTCs arising from the sale by the Subject Companies of electricity produced in their respective Projects.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any representation, warranty or statement made or deemed to be made by the Borrower herein, or by any Loan Party in any of the other Loan Documents or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto, shall prove untrue in any material respect on the date as of which it was deemed to have been made.

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: Parent will at any time upon the reasonable request of the Lender or the Collateral Agent, execute or deliver to the Collateral Agent any and all financing statements, security agreements, pledges, assignments, opinions of counsel and all other documents (the “ Additiona l Docu ments ”) that the Lender or the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Lender or the Collateral Agent, as applicable, to create, perfect, and continue perfected or to better perfect the Collateral Agent’s Liens in the Collateral and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, if Parent refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, Parent hereby authorizes the Collateral Agent to execute any such Additional Documents in Parent’s name and authorizes the Collateral Agent to file such executed Additional Documents in any appropriate filing office.

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 case excerpt and choose the best holding from the options. Case excerpt: before us, and therefore we need not decide this issue. Id. at 530 n. 9. Here, we have the facts that M.L. addressed and the issue that it did not decide. P.J. entered into a plea agreement where he agreed to pay a specific amount of restitution instead of leaving the amount to the discretion of the juvenile court. We conclude that it can fairly be said that P.J. has waived his right to have the juvenile court inquire into his ability to pay, as he has acknowledged such ability in his plea agreement. Waiver notwithstanding, we observe that the juvenile court accepted the plea, and it was therefore strictly bound by the plea’s sentencing provisions and precluded from exercising discretion to determine the amount of restitution. See Allen v. State, 865 N.E.2d 686, 689 (Ind.Ct.App.2007) (<HOLDING>). We further observe that, unlike in M.L., the Options: A. holding that the government was bound by an agreement it treated as binding although it preceded the formal plea agreement B. holding that when a court accepts a fixed plea agreement it is bound by the agreements terms C. holding federal court is not bound by terms of plea agreement between defendant and state authorities D. holding that the state is bound to carry out its side of the bargain once the court accepts a plea agreement E. holding that both the state and the defendant are bound to the terms of a plea agreement under santobello

assistant: The best answer is B. holding that when a court accepts a fixed plea agreement it is bound by the agreements terms
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: Cir. 1996) (requiring for implied waiver a “close relationship” between a written agreement and United States litigation); Unlike in Siderman de Blake, the Indian government did not directly file documents in a court of the United States for the purposes of effecting Barapind’s extradition. Instead, the Indian government used diplomatic channels to request Barapind’s extradition from the United States, and the United States government “filed a complaint on India’s behalf’ in district court, seeking a certificate of ex-traditability. See Barapind, 400 F.3d at 747. This use of diplomatic channels does not, on its own, create the necessary relationship between the Indian government and our courts. See Blaxland v. Commonwealth Dir. of Pub. Prosecutions, 323 F.3d 1198, 1206 (9th Cir. 2003) (<HOLDING>). Because the Understanding does not expressly Options: A. holding that a claim that sovereign immunity has been waived is itself waived if not argued on appeal B. holding that the doctrine of sovereign immunity barred a claim for money damages against the librarian of congress in his official capacity because immunity had not been waived and the exceptions to immunity did not apply C. holding that state waived its immunity by filing proofs of claim D. holding that australiahad not impliedly waived its immunity when it used diplomatic channels to effect extradition E. recognizing that immunity may be waived

assistant: The best answer is D. holding that australiahad not impliedly waived its immunity when it used diplomatic channels to effect extradition
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) , (c) , (e) , (f) or (g) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders,” “Guaranteed Party” or “Obligation” (or any term defined therein) or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) release all or substantially all of the value of the Guarantees under the Guaranty Agreement (except as expressly provided in Section 9.10 ) or limit its liability in respect of such Guarantee, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent.

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: and inquiry as to benefits by her husband, defendant failed to disclose to plaintiff that she was entitled to apply for long term disability (LTD) benefits. The court rejected defendant’s arguments that it was not required to tell plaintiff about the LTD because plaintiff never asked about LTD, defendant expected plaintiff to return to work before needing LTD benefits, and the LTD benefits were adequately described in the SPD provided to plaintiff four years earlier. The court held that the defendant failed to provide all material information it had, despite plaintiffs failure to ask about LTD benefits specifically and despite the fact that the LTD benefits were described in the SPD. Id. at 549-50; see also Gregg v. Transp. Workers of Am. Int’l, 343 F.3d 833, 845-846 (6th Cir.2003) (<HOLDING>). Finally, in Bixler v. Central Pennsylvania Options: A. recognizing that plan administrators have an obligation to convey complete and accurate information material to the beneficiarys circumstances B. recognizing that when a beneficiary requests information from an erisa fiduciary who is aware of the beneficiarys status and situation the fiduciary has an obligation to convey complete and accurate information material to the beneficiarys circumstance even if that requires conveying information about which the beneficiary did not specifically inquire C. holding that a hospital could not be an erisa beneficiary D. recognizing a cause of action for a breach of fiduciary duty in failing to provide relevant information under section 502a3 of erisa where the fiduciary had knowledge that its failure to provide the participant andor his beneficiaries with complete and accurate information would mislead them as to the coverages in effect E. holding a fiduciary is under a duty to communicate material facts to a plan beneficiary

assistant: The best answer is B. recognizing that when a beneficiary requests information from an erisa fiduciary who is aware of the beneficiarys status and situation the fiduciary has an obligation to convey complete and accurate information material to the beneficiarys circumstance even if that requires conveying information about which the beneficiary did not specifically inquire
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 provided for in this Agreement shall be in writing and shall be deemed to be given when delivered personally to the party to receive the same, when transmitted by e-mail or other electronic means or when mailed first class, postage prepaid by certified mail, return receipt requested, addressed to the party to receive the same at the applicable addresses set forth below or such other address as the party to receive the same shall have specified by written notice give in the manner provided for in this Section. All notices shall be deemed to have been given as of the date of personal delivery, transmittal or mailing thereof, except that notices to the Company by facsimile or electronic transmittal that are received after 5:00 p.m., East Coast time, shall be deemed to have been received at 9:00 a.m. on the next succeeding business day.

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: under the circumstances, Petitioner had no “realistic possibility” of being paroled in ten years. Tr. (Evid. Hearing Dec. 10, 2003) at 8. Magistrate Judge Scheer concluded that trial counsel’s faulty parole-eligibility advice constituted an unprofessional error satisfying the first part of the Strickland test. While this conclusion is open to debate, cf. United States v. Stephens, 906 F.2d 251, 253-54 (6th Cir.1990) (“the mere fact that an attorney incorrectly estimates the sentence a defendant is likely to receive is not a fair and just reason to allow withdrawal of a plea agreement.” (internal quotations omitted)); United States v. Nimocks, No. 99-5296, 2000 WL 1679469, at *5 (6th Cir. Nov.2, 2000) (following Stephens ); cf. also Nagi v. United States, 90 F.3d 130, 135 (6th Cir.1996) (<HOLDING>), no one has objected to this conclusion; thus, Options: A. holding that ineffective assistance of counsel constitutes cause for procedural default only if counsels performance was constitutionally ineffective B. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance C. holding counsels failure to object to victim impact testimony and evidence was not ineffective assistance of counsel when the trial record was silent as to counsels strategy D. holding trial counsels performance at sentencing where defendant received death sentence after initial guilty plea was neither unreasonable nor prejudicial E. holding that counsels assistance was not ineffective even though counsel used the wrong version of the federal sentencing guidelines because counsels performance was based upon a reasonable decision to offer a guilty plea in exchange for a lighter sentence

assistant: The best answer is E. holding that counsels assistance was not ineffective even though counsel used the wrong version of the federal sentencing guidelines because counsels performance was based upon a reasonable decision to offer a guilty plea in exchange for a lighter sentence
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 parties mutually agree to keep the existence and terms of this Agreement, and the discussions between them regarding this Agreement, confidential and agree that neither the existence, the terms, nor the discussions with regarding this Agreement shall be disclosed or communicated in any manner except (i) as required by legal proceedings to secure compliance with or enforcement of the terms of this Agreement; (ii) in response to any proper subpoena, court order, or lawful discovery request in litigation; (iii) to Employee's spouse, domestic partner, or financial/legal advisors, all of whom shall agree to keep such information confidential; or (iv) as required by law. This provision also does not prohibit or restrict Executive (or his attorney) from responding to any inquiry about this Agreement or its underlying facts and circumstances by the Securities and Exchange Commission (" SEC ") or any other Government Agencies, nor does this confidentiality obligation require Executive to notify Company regarding any such reporting, disclosure or cooperation with SEC or any other entity or agency of the government.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective as of the date hereof (the “ Effective Date ”) and, subject to the provisions of Section 7 below, shall have a term that continues through and including the thirty-six (36) month anniversary of the Effective Date (the “ Initial Term ”) unless earlier terminated in accordance with this Agreement. Notwithstanding the foregoing, the Employee’s employment with the Company may be terminated prior to the expiration of the Initial Term or any Extension Term in accordance with Section 7 of this Agreement.

assistant: Terms
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: avoidance requires clear evidence that “Congress actually intended to permit magistrates to take on a role that raise[s] a substantial constitutional question.” Id. at 930, 111 S.Ct. at 2666. However, when the defendant consents to proceed before a magistrate judge, the constitutional analysis changes significantly because no constitutional right is implicated if the defendant does not object to the absence of an Article III judge. Id. at 936, 111 S.Ct. at 2669. The Supreme Court considered the “additional duties” clause in the criminal context in Peretz, 501 U.S. 923, 111 S.Ct. at 2662, and held that, with a defendant’s consent, a magistrate judge may preside over jury selection in a felony case. Contrasting Gomez v. United States, 490 U.S. 858, 109 S.Ct. 2237, 104 L.Ed.2d 923 (1989) (<HOLDING>), the Court stressed that the defendant’s Options: A. holding that a magistrate lacks authority to preside over jury selection in a felony case if the defendant objects B. holding over C. holding that reversal of conviction for felony murder was required where jury failed to find the defendant guilty of the underlying felony as essential element of the felony murder offense D. recognizing that a party that objects to a jury instruction before the jury retires may challenge the instruction on appeal E. holding that there is both a statutory and a constitutional right to a jury trial under erisa because congress lacks constitutional authority to limit right to a jury

assistant: The best answer is A. holding that a magistrate lacks authority to preside over jury selection in a felony case if the defendant objects
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 complaint) ]. The undersigned concludes that it is inappropriate to treat these statements as admitted because they merely recite the statutory language and/or present conclusions of law. Instead, the undersigned, in making findings of fact, cites to only those well-pleaded factual allegations in the complaint and the non-conclusory statements in Plaintiff’s declaration. 3 . In summarizing these facts relating to costs and attorney’s fees, the undersigned uses the affidavits and documents that were submitted with Plaintiffs motion for default judgment. See S.E.C. v. Smyth, 420 F.3d 1225, 1232 n. 13 (11th Cir.2005) (noting that a hearing on damages is unnecessary where essential evidence is in the record); see also Fustok v. ContiCommodity Servs., Inc., 873 F.2d 38, 40 (2d Cir.1989) (<HOLDING>); cf. Norman v. Housing Authority of City of Options: A. holding attorneys must present detailed records to enable the court to determine if the services were necessary B. holding that the lower court was not required to hold a hearing on a motion to transfer C. holding that court did not have to hold a hearing to determine attorneys fees where detailed affidavit was provided D. holding that district court was not required to hold an evidentiary hearing based on 2255 petitioners mere eonclusory allegations in his affidavit E. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue

assistant: The best answer is C. holding that court did not have to hold a hearing to determine attorneys fees where detailed affidavit was provided
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: Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with the transaction reflected in this Seventh Amendment and that no Broker brought about this transaction. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any Broker claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this Seventh Amendment.

assistant: Brokers
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 not intended, and shall not be construed, as an admission that any of the Released Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against the Executive. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Neither party shall be deemed to have made any admission of wrongdoing as a result of executing this Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: onavo alone shall own all rights , title and interest evidenced by , embodied in , and/or attached/connected/related to the services , including , but not limited to , all related intellectual property rights ( defined below ) in and to the services , the content , onavo technology ( defined below ) and any suggestions , ideas , enhancement requests , feedback , recommendations or other information provided by you or any other party relating to the services .

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: The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a whatsapp user located in the united states or canada , our terms contain a binding arbitration provision , which states that , except if you opt out and except for certain types of disputes , whatsapp and you agree to resolve all disputes through binding individual arbitration , which means that you waive any right to have those disputes decided by a judge or jury , and that you waive your right to participate in class actions , class arbitrations , or representative actions .

assistant: Arbitration
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 signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures delivered by facsimile (including by “pdf”) shall be effective for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement, and supersed es all prior written agreements, arrangements and understandings and all prior and contemporaneous oral agreements, arrangements and understandings between the parties with respect to the subject matter 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: All reports, financial statements, certificates or other written information (other than any financial projections, budgets, estimates and other forecasts and other forward looking information and information of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the obtaining of the Loans and Commitments, and the negotiation and syndication of the Loans and Commitments under this Agreement, as and when furnished and taken as a whole, are correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading (after giving effect to all supplements and updates thereto); provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time (after giving effect to all supplements and updates thereto ) (it being understood that any such projections are subject to significant uncertainties and contingencies, that no assurance can be given that any particular projection will be realized and that actual results during the period or periods covered by any such projections may differ materially from the projected results).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Parties intend to use the proceeds of the Loans and Letters of Credit (i) to refinance certain existing Indebtedness of the Borrower and (ii) to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries, including but not limited to transaction costs and expenses, capital expenditures, permitted stock repurchases, dividends and distributions (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program), Permitted Acquisitions and Permitted Investments.

assistant: Use Of Proceeds