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: discretion. Commonwealth v. Collins, 598 Pa. 397, 957 A.2d 237, 272 (2008). As noted, discovery in death penalty collateral proceedings is permissible only upon leave of court, and only for good cause shown. Pa.R.Crim.P. 902(E)(2). “ ‘A showing of good cause requires more than just a generic demand for potentially exculpatory evidence.’ ” Collins, 957 A.2d at 272 (quoting Commonwealth v. Bryant, 579 Pa. 119, 855 A.2d 726, 750 (2004)). We agree with the Commonwealth that Elliott has failed to demonstrate that the PCRA court abused its discretion by denying Elliott’s request for additional discovery. Elliott has not identified any document that was withheld from him that would have been exculpatory, and his claims to the contrary constitute mere speculation. See Hanible, BO A.3d at 484 (<HOLDING>); Commonwealth v. Carson, 913 A.2d at 261 Options: A. holding that record must show that evidence is exculpatory for defendant to establish brady violation B. holding that speculation that production of requested documents might reveal exculpatory evidence is insufficient to establish good cause for discovery C. holding lack of prejudice to the defendant is not good cause D. holding that the government is not required to present exculpatory evidence to the grand jury E. holding that conjecture that opportunity to review homicide file might yield exculpatory evidence is inadequate to demonstrate good cause for discovery

assistant: The best answer is E. holding that conjecture that opportunity to review homicide file might yield exculpatory evidence is inadequate to demonstrate good cause for discovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as specified on Schedules 7.9.1 and 7.14.6 , to Spectrum’s Knowledge, the registered or issued Business-Specific Licensed IP is, valid and enforceable (or, in the case of applications for Patent Rights, are pending) in the Licensed Territory.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Second Exchange Note, the other Exchange Documents, and the Transaction Documents, constitutes and contains the entire agreement between the parties hereto, and supersedes all prior oral or written agreements and understandings between Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Holder makes any representation, warranty, covenant or undertaking with respect to such matters.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by unpublished PER CURIAM opinion. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: Daniel Ray Buie appeals the district court’s order granting the government’s Fed.R.Crim.P. 35(b) motion and reducing his sentence. We have reviewed the record and find no reversible error. Accordingly, we affirm the Amended Judgment. See United States v. Davis, 679 F.3d 190, 197 (4th Cir.2012) (<HOLDING>). We deny Buie’s motion for appointment of Options: A. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a B. holding that district court may consider 18 usc 3553a 2012 factors when deciding the extent of a sentence reduction after granting a rule 35b motion C. holding that rule 35bs time limit is absolute regardless of whether the motion for reduction of sentence is framed under rule 35b or 18 usc 3651 D. holding that district court did not have authority to depart any further below the statutory minimum after granting the 3553e motion and therefore need not consider the 3553a factors E. holding that a district courts failure to consider the 18 usc 3553a factors was plain error relying on gall

assistant: The best answer is B. holding that district court may consider 18 usc 3553a 2012 factors when deciding the extent of a sentence reduction after granting a rule 35b motion
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: COCP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of COCP, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by COCP.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Defendant’s Motion In Limine Re: Evidence That Defendant Was A Principal (docket no. 463) (published at United States v. Johnson, 377 F.Supp.2d 689 (N.D.Iowa 2005)). More specifically, evidence suggesting that Johnson was the “principal,” rather than an “aider and abettor,” was not patently inconsistent with the government’s theory of the case in the trial of Johnson’s co-defendant, Dustin Honken, or patently inconsistent with the government’s original theory in this case, where Johnson was originally indicted as both a “principal” and, alternatively, as an “aider and abettor,” so that there was no due process violation, particularly where the issue of Johnson’s level of involvement was ultimately left to the jury to resolve. See Smith v. Groose, 205 F.3d 1045, 1051 (8th Cir.) (<HOLDING>), cert. denied sub nom. Gammon v. Smith, 531 Options: A. holding that an adversecredibility determination was supported where the applicants testimony included at least one internal inconsistency and one omission and the petitioner did not provide corroborating evidence that would have rebutted those inconsistencies and omissions B. holding that the district court complied with the requirements of lb13alb where it made specific references to testimony in the record relating to the scope of the defendants involvement in the drug trafficking conspiracy noted that the relevant testimony was unrefuted and stated that the testimony was internally consistent C. holding that trial court did not err in refusing to allow defendant to introduce evidence of witnesss pending indictment when witnesss testimony regarding defendants participation in murder was virtually identical to witnesss written statement which was sworn to on day of murder and prior to offense for which witness was indicted D. holding that after booker a district court may sentence a defendant taking into account acquitted conduct and explaining that there is no logical inconsistency in determining that a preponderance of the evidence supports a finding about which there remains a reasonable doubt E. recognizing that there was no due process violation where an inconsistency in a witnesss testimony related only to the defendants level of involvement in the offense and the jury was left to resolve that inconsistency

assistant: The best answer is E. recognizing that there was no due process violation where an inconsistency in a witnesss testimony related only to the defendants level of involvement in the offense and the jury was left to resolve that inconsistency
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that such assignments are proscribed or ought in any way to be limited” (internal quotation marks omitted)). Moreover, “allowing the health care provider to use an assignee to recover ERISA benefits does nothing to frustrate the goals or purposes of ERISA.” Tango Transp., 322 F.3d at 893. To the contrary, allowing a provider to assign the right to bring suit may protect plan participants by transferring the burden of bringing suit from healthcare providers who may be unable to collect on denied claims unless they outsource the collection effort to a third party. Accordingly, consistent with decisions of some of our sister circuits, we conclude that Gables has derivative standing as an assignee. See id.; see also Mut. Life Ins. Co. of N.Y. v. Yampol, 840 F.2d 421, 427 (7th Cir.1988) (<HOLDING>); Brown v. Sikora & Assocs., Inc., 311 Options: A. holding that the finding that entities constitute a single enterprise under 29 usc 203r is separate and distinct from whether an entity is an employer under 29 usc 203d B. holding under 29 usc 216c C. holding that an interpleader action brought by an insurance company to determine the proper beneficiary under an erisa plan arises under 29 usc 1132a3bii and therefore presents a federal question D. holding that an insurance company assignee of a fiduciary of an erisa trust has standing to sue under 29 usc 1132a2 E. holding that even if a thirdparty administrator is not a fiduciary under erisa such an administrator still has standing pursuant to 1331

assistant: The best answer is D. holding that an insurance company assignee of a fiduciary of an erisa trust has standing to sue under 29 usc 1132a2
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 Guarantee Joinder Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Guarantee Joinder Agreement to produce or account for more than one such counterpart executed by the Joining Guarantor. Without limiting the foregoing provisions of this Section 4 , the provisions of Sections 10.11 and 10.12 of the Credit Agreement shall be applicable to this Guarantee Joinder Agreement. Delivery of an executed signature page to this Guarantee Joinder Agreement by facsimile transmission or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Guarantee Joinder Agreement.

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: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE AGREEMENT. EACH PARTY HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

assistant: Waiver Of Jury Trials
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: closing statements in such trials, where the parties will be afforded the opportunity to request that the trial judge consider relevant lesser-included offenses. A party’s failure to request adjudication of a lesser-included offense during that conference will be deemed knowing and intentional. CONCLUSION For the reasons stated above, the judgment of the Superior Court convicting Ramsey of Attempted First Degree Robbery of Pantoja-Lara is reversed and the matter is remanded to the Superior Court for further proceedings consistent with this Opinion. 1 . Ramsey was convicted of other offenses, which are not the subject of, or otherwise affected by, this appeal. 2 . State v. Bridgers, 988 A.2d 939, 944 (Del.Super.Ct.2007), aff’d, 970 A.2d 257 (Table), 2009 WL 824536 (Del. Mar. 30, 2009) (<HOLDING>). 3 . Ross v. State, 560 A.2d 491 (Table), 1989 Options: A. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank B. holding judge in bank robbery prosecution did not abuse discretion in refusing to excuse juror whose wife was bank employee or juror whose daughter had been victim of bank robbery C. holding that defendants act of threatening bank customers who otherwise simply watched defendants rob the bank constituted aggravated menacing rather than robbery D. holding the defendant properly convicted of multiple counts of armed robbery against bank employees even though the defendant robbed only the bank E. holding that an africanamerican investment advisor who accompanied two clients into a bank could assert a 51 claim alleging discrimination against the bank even though his clients were the actual customers of the bank

assistant: The best answer is C. holding that defendants act of threatening bank customers who otherwise simply watched defendants rob the bank constituted aggravated menacing rather than robbery
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: On the Restatement Effective Date, before and after giving effect to each Loan or Letter of Credit on the Restatement Effective Date and the other transactions to occur on the Restatement Effective Date, the Loan Parties, on a consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. Each of the parties acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representation, or warranty whatsoever, express or implied, and not contained herein, concerning the subject matter hereof to induce any party to execute or authorize the execution of this Agreement, and acknowledges that such party has not executed or authorized the execution of this instrument in reliance upon any such promise, representation, or warranty not contained herein.

assistant: Integration
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 is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Station Assets are located. Seller has the requisite power and authority to execute, deliver and perform this Agreement and the Other APAs and all of the other agreements and instruments to be made by Seller hereunder and thereunder (collectively, the “Seller Ancillary Agreements”) and to consummate the transactions contemplated hereby and thereby.

assistant: Organizations
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: v. Benefits Communications Corp., 175 F.3d 155, 162 (D.C.Cir.1999) (broader SEA definition of “associated person” “reinforce[s]” the narrower NASD definition); Tays v. Covenant Life Ins. Co., 964 F.2d 501, 503 (5th Cir.1992) (same). We agree with the Fifth and D.C. Circuits that the definitions of the SEA do not necessarily control the meaning of the same terms in the NASD’s own By-Laws and Rules. Here, the Ni^SD’s different definition does not result in any rule or practice that is inconsistent with the statute or any regulatory command of the SEC. Moreover, the SEC reviews and approves all NASD rules and by-laws before they become effective. See 15 U.S.C. §§ 78o-3 & 78s; see also Shearson/American Express, Inc. v. McMahon, 482 U.S. 220, 233-34, 107 S.Ct. 2332, 96 L.Ed.2d 185 (1987) (<HOLDING>). We think it is safe to assume that the SEC Options: A. recognizing that the waiver rule is wholly consistent with the bias rule of practice as an appellate body B. holding that because the development plan had the force and effect of law the proposed development must be consistent with both the general plan and the zoning emphasis in original C. holding that in the context of a rule 10b5 claim when the merger was approved and the exchange of securities occurred the owner of stock had in effect purchased a new security and paid for it by turning in his old one D. holding that the sec has specifically approved the arbitration procedures of the nasd and no proposed rule change may take effect unless the sec finds that the proposed rule is consistent with the requirements of the exchange act E. holding that even if a defendant in a proposed class action does not seriously contest whether the rule 23 requirements have been met a court nevertheless has the responsibility of conducting its own inquiry as to whether the requirements of rule 23 have been satisfied in a particular case

assistant: The best answer is D. holding that the sec has specifically approved the arbitration procedures of the nasd and no proposed rule change may take effect unless the sec finds that the proposed rule is consistent with the requirements of the exchange act
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: apple is not responsible for addressing any claims by you or any third party relating to the service or your possession and/or use of the service , including , but not limited to : ( 1 ) product liability claims ; ( 2 ) any claim that the service fails to conform to any applicable legal or regulatory requirement ; and ( 3 ) claims arising under consumer protection or similar legislation .

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: Amendments to this Agreement may be proposed only by the General Partner. Following such proposal (except an amendment pursuant to Section 14.1.B below), the General Partner shall submit any proposed amendment to the Limited Partners and shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Agreement, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of a Majority in Interest.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim hereafter arising it shall deliver to the Secured Party a completed Pledge Supplement, substantially in the form of Annex A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent any reimbursements or in-kind benefits due to a Participant under this Plan constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to a Participant in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Accordingly, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a Participant’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Participant. Any reimbursement of an expense shall be made on or before the last day of the Participant’s taxable year following the Participant’s taxable year in which the expense was incurred. The Participant’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

assistant: Benefits
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: or deny relief. Lack of subject matter jurisdiction is the absence of power to make any ruling at all.”); Knowles v. Knowles, 811 S.W.2d 709, 711 (Tex.App.—Tyler 1991, no writ) (in dicta, stating, "... if the 1975 divorce decree is construed, albeit erroneously, to award her separate property interest in the military benefits to the appel-lee, the trial court’s judgment must be affirmed under the doctrine of res judica-ta. ..."). 10 . Accord Wilson v. Uzzel, 953 S.W.2d 384, 390-91 (Tex.App.—El Paso 1997, no writ); Echols v. Echols, 900 S.W.2d 160, 162 (Tex.App.—Beaumont 1995, writ denied); Barnard v. Barnard, 863 S.W.2d 770, 774 (Tex.App.—Fort Worth 1993, no writ); see also Hardin v. Hardin, 597 S.W.2d 347, 350 (Tex.1980) (dicta). Cf. Berry v. Berry, 786 S.W.2d 672, 673 (Tex.1990) (<HOLDING>); Segrest v. Segrest, 649 S.W.2d 610, 612 Options: A. holding res judicata applied to unappealed division of military retirement benefits when that division was not preempted at time of divorce but would have been preempted by later federal act had that act applied retroactively which it did not B. holding that a wife obtained a vested interest in her portion of the retirement benefits as of the date of the divorce decree and any act of the military spouse that unilaterally decreases the nonmilitary spouses vested interest is an impermissible modification of a division of marital property and a violation of the final decree of divorce C. holding that a transfer was a demotion where there was testimony that few people transferred voluntarily from jobs in the plaintiffs prior division to jobs in the plaintiffs new division everybody viewed a transfer from the plaintiffs new division to the prior division as a promotion and the two departments had different seniority systems D. holding that reconsideration of the correctness of property division was barred on appeal from the judgment enforcing that division E. holding res judicata applied to improper property division before holding parties were bound by their division agreement

assistant: The best answer is A. holding res judicata applied to unappealed division of military retirement benefits when that division was not preempted at time of divorce but would have been preempted by later federal act had that act applied retroactively which it did not
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: Cruises, 316 F.3d 60, 61 (1st Cir.2003) quoting Park Motor Mart, Inc. v. Ford Motor Co., 616 F.2d 603, 605 (1st Cir.1980). “Absent objection by the plaintiffs, [a] district court ha[s] a right to assume that [a party] agree[s] to the magistrate’s recommendation.” Templeman v. Chris Craft Corp., 770 F.2d 245, 247 (1st Cir.), cert. denied, 474 U.S. 1021, 106 S.Ct. 571, 88 L.Ed.2d 556 (1985). Moreover, “[flailure to raise objections to the Report and Recommendation waives that party’s right to review in the district court and those claims not preserved by such objection are precluded on appeal.” Davet v. Maccarone, 973 F.2d 22, 30-31 (1st Cir.1992). See also Sands v. Ridefilm Corp., 212 F.3d 657, 663 (1st Cir.2000); Henley Drilling Co. v. McGee, 36 F.3d 143, 150-151 (1st Cir.1994) (<HOLDING>); Lewry v. Town of Standish, 984 F.2d 25, 27 Options: A. holding that objections are required when challenging findings actually set out in magistrates recommendation as well as magistrates failure to make additional findings B. holding that failure to object timely to a magistrates report operates as a waiver of any further judicial review of the magistrates decision C. holding that objections are required to challenge magistrate judges findings as well as magistrates failure to make additional findings D. holding that errors of law in a magistrates findings and recommendations pursuant to section 636b1b can be challenged on appeal even in the absence of the filing of objections in the district court E. holding an argument waived on appeal for failure to raise the issue in objection to the magistrates recommendation

assistant: The best answer is A. holding that objections are required when challenging findings actually set out in magistrates recommendation as well as magistrates failure to make additional findings
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 search warrant contains an erroneous address, the warrant may nevertheless be valid “where there are other elements of description sufficiently particular to identify the premises to be searched” in the supporting affidavit and application. Lester v. State, 278 Ga. App. 247, 249 (1) (628 SE2d 674) (2006). See also State v. Hicks, 269 Ga. App. 741, 743 (605 SE2d 34) (2004). Significantly, however, a court is entitled to construe a warrant in conjunction with the supporting affidavit and application only “if the warrant uses appropriate words of incorporation, and if the supporting document accompanies the warrant.” (Emphasis omitted.) Battle v. State, 275 Ga. App. 301, 302 (620 SE2d 506) (2005), quoting Groh v. Ramirez, 540 U. S. 551, 557-558 (II) (124 SC 1284, 157 LE2d 1068) (2004) (<HOLDING>). Here, the search warrant did not contain Options: A. holding that search warrant which was lacking sufficient description of premises and did not have affidavit attached was not fatally defective when read together with affidavit and when one of officers executing warrant was affiant B. holding that an incorporated affidavit did not provide particularity because the government offered no evidence that the affidavit or any copies were ever attached to the warrant or were present at the time of the search C. holding that affidavit supported probable cause determination when the affidavit stated only that an occupant of defendants home subscribed to child pornography egroup D. holding that officers possession of affidavit at searched premises without leaving a copy with the occupant was insufficient to allow for consideration of the affidavit in evaluating the constitutionality of the warrant E. holding that an affidavit did not provide probable cause sufficient to validate a warrant where the affidavit stated an incorrect date uncontradicted by any other specific fact in the affidavit

assistant: The best answer is D. holding that officers possession of affidavit at searched premises without leaving a copy with the occupant was insufficient to allow for consideration of the affidavit in evaluating the constitutionality of the warrant
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 is in compliance with all laws applicable to the Business, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets or the Business. Seller has not received any unresolved written notice of or been charged with the violation of any laws applicable to the Business except where such charge has been resolved. There are no pending or, to the knowledge of the Seller, threatened actions or proceedings by any Governmental Authority, which would prohibit or materially impede the Business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Provider will take commercially reasonable efforts to obtain, and to keep and maintain in effect, any third party licenses and consents necessary to provide the Services (the “ Consents ”). The costs relating to obtaining any such licenses or Consents obtained solely for the benefit of Recipient shall be borne by Recipient; provided , however , that Provider shall not incur any such costs that are not contemplated by Schedule A or consistent with historical practice of the Parties without the prior written consent of Recipient. If any such Consent is not obtained or maintained despite using commercially reasonable efforts to do so, Provider shall promptly notify Recipient in writing, and (i) Provider shall not be obligated under this Agreement to provide Recipient access to or use of any third party software or services requiring such Consents or to provide any Services dependent upon such Consents until such Consents are obtained or maintained, and (ii) the Parties will reasonably cooperate with one another to achieve a reasonable alternative arrangement with respect thereto as necessary.

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 case excerpt and choose the best holding from the options. Case excerpt: the fact constituting the fraud, after which he must have two years within which to prosecute his action.” Ala. Code § 6-2-3 (1993). Discovery is normally triggered upon the plaintiffs receipt of a document that would put one on notice such that the fraud could be reasonably discovered. E.g., Jackson v. Secor Bank, 646 So.2d 1377, 1379 (Ala.1994) (citing Hickox v. Stover, 551 So.2d 259, 262 (Ala.1989)). However, this rule does not apply equally to illiterate plaintiffs. Foster v. Life Ins. Co. of Georgia, 656 So.2d 333, 336 (Ala.1994). The Foster court held that the insurance “brochure, application, and policy documents could not have put [the plaintiff] on notice because she was illiterate and incapable of reading them.” Id. See also Wilson v. Draper, 406 So.2d 429 (Ala.Civ.App.1981) (<HOLDING>). The Foster court also rebuffed the Options: A. holding that the statute of limitations did not begin to run against an illiterate plaintiff until more than a year after the plaintiff signed a deed containing evidence of disputed land price B. holding at least under the facts of the case that the statute of limitations in a medical malpractice action did not begin to run until the plaintiff secured a specific medical diagnosis C. holding that the statute of limitations for an attorney malpractice suit did not begin to run until the client had suffered some actual damage D. holding that the statute of limitations for attorney malpractice may begin to run before the plaintiff knows the full extent of his damages E. holding that a notice of claim period did not begin to run until discovery of the injury

assistant: The best answer is A. holding that the statute of limitations did not begin to run against an illiterate plaintiff until more than a year after the plaintiff signed a deed containing evidence of disputed land price
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: its interests. , Summary judgment should be granted in favor of defendant on this issue. ■ B. Plaintiffs also ask the Court to find that defendant .has, as a matter -of law, waived all defenses, other, the § 207(e)(2) regular- rate exclusion at issue in this opinion. Dkt. #87, at 22. Specifically, plaintiffs assert that defendant did not adequately raise any additional defenses in its pleadings or discovery responses, particularly identifying the Motor Carrier Act exemption (MCAE) as improperly raised. Id. The Federal Rules of Civil Procedure require a party responding to a pleading to “state in short and plain terms its defenses to each claim asserted against it” and to “affirmatively state any avoidance or affirmative defense — ” Fed.R.Civ.P. 8(b), ( . 2004) (unpublished per curiam) (<HOLDING>); Williams v. Ashland Eng’g Co., 45 F.3d 588, Options: A. holding that defendants answer sufficiently encapsulated the elements of an affirmative defense to have put plaintiff on notice that defendant intended to rely on it B. holding that the plaintiff waived an objection to the defendants failure to plead qualified immunity as an affirmative defense C. holding that unpleaded affirmative defense was properly considered by the district court where plaintiff had notice of the defense and an opportunity to respond D. holding that defendant does not waive an affirmative defense if defendant raises it at a pragmatically sufficient time such as summary judgment and the defendants failure raise the affirmative defense in its answer did not cause the plaintiff prejudice E. holding that the plaintiff did not establish a waiver where the defendants answer had put the plaintiff on notice of an arbitration defense

assistant: The best answer is A. holding that defendants answer sufficiently encapsulated the elements of an affirmative defense to have put plaintiff on notice that defendant intended to rely on it
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: from Glickman. According to Glickman, a defendant makes a negligent misrepresentation under 93A when he makes no effort to ascertain the truth of his statements. See id., at 235. Gear has failed to produce any evidence that Goba made no effort to ascertain the truth of its statements. Furthermore, Gear has presented no evidence that had Goba made such an effort its conclusion that the work was not satisfactory would have been different. Gear has not presented any evidence from which a jury could infer that the work Gear claims it completed was done in compliance with Goba and MHA’s specifications. Gear has presented no evidence that Goba knew or should have known that the work was acceptable. Additionally, it has presented no evidence t r Co., 653 F.Sup. 927, 933 (D.Mass. 1987) (<HOLDING>); contrast Nei v. Boston Survey Consultants, Options: A. holding that the owner of the land could not bring a 93a action against a prior owner of the land who was not the seller because there was no business connection between the two parties B. holding that a clause making payment by the owner an express condition precedent to payment by the general contractor to the subcontractor was enforceable C. holding that the condominium association was not a thirdparty beneficiary of contracts between the owner and contractor of the condominium building and between the general contractor and the subcontractors D. holding that the owner could maintain a 93a claim against the subcontractor where there was a genuine issue of material fact as to whether the owner was the thirdparty beneficiary of the contract between the general contractor and the subcontractor E. holding that where contract between contractor and subcontractor allowed subcontractor to recover if contractor recovered contractor was not barred from bringing suit on behalf of subcontractor

assistant: The best answer is D. holding that the owner could maintain a 93a claim against the subcontractor where there was a genuine issue of material fact as to whether the owner was the thirdparty beneficiary of the contract between the general contractor and the subcontractor
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July , 2016; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All documents and records of the Company, including, without limitation, all financial records, vouchers, canceled checks, and bank statements, shall be delivered to the Liquidator upon termination of the Company. The Liquidator shall retain such documents and records for a period of not less than seven (7) years and shall make such documents and records available during normal business hours to any other Member for inspection and copying at such other Member’s cost and expense.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation, By-laws or Certificate of Designation or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by creating a tinder account or by using the tinder imessage app ( `` tinder stacks '' ) , whether through a mobile device , mobile application or computer ( collectively , the `` service '' ) you agree to be bound by ( i ) these terms of use , ( ii ) our privacy policy and safety tips , each of which is incorporated by reference into this agreement , and ( iii ) any terms disclosed and agreed to by you if you purchase additional features , products or services we offer on the service ( collectively , this `` agreement '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Laws refer to such Laws as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law; (d) references to money refer to legal currency of the United States; (e) words imparting the singular number shall include the plural, and words imparting the plural number shall include the singular; (f) all references to “including” shall be construed as meaning “including without limitation”; (g) the words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear; and (h) the word “or” shall not be exclusive.

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 case excerpt and choose the best holding from the options. Case excerpt: Chasmer was very different from the current language. At the time, § 5G1.3 provided for consecutive sentences when defendant was serving an unexpired sentence "unless one or more of the instant offense(s) arose out of the same transactions or occurrences as the unexpired sentences.” U.S.S.G. § 5G1.3 (1988). The commentary stated that the presumption that sentences imposed at different times run consecutively "does not apply when the new counts arise out of the same transaction or occurrence as a prior conviction.” U.S.S.G. § 5G1.3, commentary (1988). The focus, thus, was on "prior conviction,” not on what offenses the imprisonment "resulted” from. However, as we note, we do not need to rule on this question here. 3 . Compare United States v. Goldman, 228 F.3d 942, 944 (8th Cir.2000) (<HOLDING>), cert. denied, 531 U.S. 1175, 121 S.Ct. 1149, Options: A. holding that applica tion note 6s language is mandatory B. holding that the statute is mandatory C. holding that a states use of the word shall is mandatory language D. holding that the language of the iad is mandatory and absolute E. holding that application note 6 is not mandatory

assistant: The best answer is A. holding that applica tion note 6s language is mandatory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imaged, faxed, photocopied, or online posted version), and any such version shall be sufficient for all purposes under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The MBM Cleaners Interests owned by the Members are the only issued and outstanding securities of MBM Cleaners. MBM Cleaners has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued securities of MBM Cleaners. The membership interests of MBM Cleaners are non-certificated interests. All of the issued and outstanding membership interests in MBM Cleaners have been duly authorized and validly issued, fully paid and non-assessable, and were issued in compliance with applicable securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Employee’s execution and non-revocation of, and compliance with this Agreement and Release, Employer shall pay to Employee the payments and benefits to which he is entitled under the Interpublic Executive Severance Plan (which is incorporated herein by reference). The payments referenced herein are in full satisfaction of any and all claims Employee may have against Employer, and exceed in value any payments to which Employee may otherwise be entitled.

assistant: Benefits
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the First Closing has not been consummated on or before July 20, 2017; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

assistant: Terminations