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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller and Guarantor, as applicable, will promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller, Guarantor or any of their Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim individually or in the aggregate in an amount greater than $10,000,000, or (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect. On each Reporting Date, Seller and Guarantor, as applicable, will provide to Buyer a litigation docket listing all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller, Guarantor or any of their Subsidiaries or affecting any of the Property of any of them before any Governmental Authority. Seller and Guarantor, as applicable, will promptly provide notice of any judgment, which with the passage of time, could cause an Event of Default hereunder.

assistant: Litigations
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: failed to recognize the distinction between permanent spousal support and rehabilitative alimony, Ron has failed to prove that Loita has gained a continuing legal obligation of support constituting a material and substantial change of circumstances. Ron argues that ”[t]he decisional law of Washington State ... makes use of quasi-marriage or de facto marriage in order to ... establish benefits and to settle claims to property_” However, Ron never asserts that David has a legal obligation to support Loita or cites any persuasive precedent. Loita correctly asserts that Washington law only creates “[r]ights to jointly acquired property [which] is not the same as a legal right to support, which is the issue in the instant case.” See Warden v. Warden, 36 Wash. App. 693, 676 P.2d 1037 (1984) (<HOLDING>). Ron also invites this court to reinstate Options: A. holding only that the statutory criteria for property division upon divorce apply to nonmarital relationships of long duration B. recognizing division of separate property to be contrary to statute and constitution C. holding res judicata applied to improper property division before holding parties were bound by their division agreement D. holding that reconsideration of the correctness of property division was barred on appeal from the judgment enforcing that division E. holding that an increase in the value of nonmarital property attributable to the efforts of one or both spouses during marriage is marital property

assistant: The best answer is A. holding only that the statutory criteria for property division upon divorce apply to nonmarital relationships of long duration
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: $2500 fine, noting that “the penalty is particularly needed because of the perjury that I’ve been alluding to.” ¶ 5. On appeal, defendant argues that the trial court erred by basing her sentence, without advance notice, on her suborning perjury when there was no evidence that her husband gave perjured testimony or that, even if he did, she suborned such testimony. ¶6. A number of general principles guide our decision. A judge presiding at a trial may rely upon observations made during the trial in sentencing a defendant who was convicted by the jury. See United States v. Grayson, 438 U.S. 41, 55 (1978) (reaffirming trial court’s authority to take into account willfully false testimony in determining appropriate sentence); State v. Loveland, 165 Vt. 418, 423, 684 A.2d 272, 276 (1996) (<HOLDING>); State v. Noyes, 157 Vt. 114, 119, 596 A.2d Options: A. holding that when a defendants sentence has been set aside on appeal a trial court at resentencing may consider evidence of the defendants postsentencing rehabilitation B. holding that appellate court could not consider objection to testimony when defendant objected at trial on different grounds C. holding district courts may consider rehabilitation when deciding whether to impose a more lenient sentence at a defendants resentencing D. holding that trial court could consider defendants testimony and demeanor at trial in fashioning sentence because defendants truthfulness at trial is probative of attitude towards society and prospects for rehabilitation E. holding inter alia that a jury may consider a defendants appearance at trial in conjunction with the evidence submitted at trial in order to resolve conflicts in the testimony presented

assistant: The best answer is D. holding that trial court could consider defendants testimony and demeanor at trial in fashioning sentence because defendants truthfulness at trial is probative of attitude towards society and prospects for rehabilitation
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 tax consequences arising from the grant of this Award shall be borne solely by the Grantee. The Company and/or its Related Corporations shall withhold taxes according to the requirements under the applicable laws, rules and regulations including withholding taxes at source. The Grantee will not be entitled to receive from the Company any Common Shares hereunder prior to the full payment of the Grantee’s tax liabilities relating to this Award. The Committee may, in its discretion, permit the Grantee to elect, subject to such conditions as the Committee shall impose, (a) to have Common Shares otherwise issuable under the Plan withheld by the Company or (b) to deliver to the Company previously acquired Common Shares (through actual tender or attestation), in either case for the greatest number of whole shares having a Fair Market Value on the date immediately preceding the date of vesting not in excess of the amount required to satisfy the withholding tax obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under clauses (i) or (ii) of this Section shall be applied as directed by the Borrower to either (A) prepay the Term Loans on a pro rata basis (each such prepayment to be applied on a pro rata basis to the remaining scheduled principal installments within each tranche) and/or (B) repay the Revolving Credit Loans pursuant to Section 2.4(d) , without a corresponding reduction in the Revolving Credit Commitment. Each prepayment of the Loans under clause (iii) of this Section shall be applied as follows: first , to prepay the Term Loans on a pro rata basis (each such prepayment to be applied on a pro rata basis to the remaining scheduled principal installments within each tranche) and second , to the extent of any excess, to (A) permanently reduce the Revolving Credit Commitment pursuant to Section 2.5(b) , and (B) repay outstanding Revolving Credit Loans in accordance with Section 2.4(d) .

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: Subtenant shall not assign this Sublease in whole or in part or sublet the Subleased Premises in whole or in part without the prior written consent of Sublandlord, which may be withheld or conditioned by Sublandlord in Sublandlord’s sole and absolute discretion. No such sublease or assignment shall be effective without the consent of Master Landlord under the Master Lease. If, as to any sublease or assignment for which consent is necessary, Subtenant receives rent or other consideration in excess of the Base Rent and Additional Rent payable under this Sublease, Subtenant shall pay to Sublandlord all of such excess, after deducting Subtenant’s reasonable legal and brokerage and fit-up expenses paid for by Subtenant at the time of such subleasing or assignment. Amounts received by Sublandlord under the immediately preceding sentence shall, after deducting Sublandlord’s reasonable legal expenses incurred in connection therewith, be divided evenly between Master Landlord and Sublandlord. If Sublandlord and Master Landlord consent to any such assignment or subletting, Subtenant shall remain fully and primarily liable to Sublandlord, in all respects, under this Sublease.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Lenders and each Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and none of Holdings, the Borrower or any other Loan Party shall have rights as a third party beneficiary of any of such provisions (other than with respect to the agency resignation provisions set forth in this Article VIII). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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: based on clearly erroneous facts”). For substantive reasonableness, the linchpin is “a plausible sentencing rationale and a defensible result.” United States v. Pol-Flores, 644 F.3d 1, 4-5 (1st Cir.2011) (internal quotation marks omitted). An established roadmap exists to guide sentencing courts when discerning a reasonable sentence, which begins with assessing the GSR. See Gall, 552 U.S. at 49-50, 128 S.Ct. 586; United States v. Madera-Ortiz, 637 F.3d 26, 29-30 (1st Cir.2011); United States v. Martin, 520 F.3d 87, 91-92 (1st Cir.2008). The sentencing court must also consider a number of relevant factors, see 18 U.S.C. § 3553(a), but “the weighting of those factors is largely within the court’s informed discretion.” Clogston, 662 F.3d at 593; see Gall, 552 U.S. at 49-50, 128 S.Ct. 586 (<HOLDING>). Indeed, “[t]here is no single reasonable Options: A. holding that district court must conduct individualized assessment based on particular facts of each case B. recognizing that the district court must place on the record an individualized assessment based on the particular facts of the case before it and that the individualized assessment must provide a rationale tailored to the particular ease at hand and be adequate to permit meaningful appellate review C. holding that while the gsr is a valuable starting point the sentencing judge must make an individualized assessment based on the facts presented D. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard E. recognizing that the district court must place on the record an individualized assessment based on the particular facts of the case before it and that the individualized assessment must provide a rationale tailored to the particular case at hand and be adequate to permit meaningful appellate review

assistant: The best answer is C. holding that while the gsr is a valuable starting point the sentencing judge must make an individualized assessment based on the facts presented
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: Natural Res. Def. Council v. Evans, 254 F.Supp.2d 434, 438 (S.D.N.Y. 2003). “The court must consider each mo tion independently of the other and, when evaluating each, the court must consider the facts in the light most favorable to the non-moving party.” Id. (citing Morales v. Quintel Entm’t, Inc., 249 F.3d 115, 121 (2d Cir. 2001)). Plaintiffs’ N.Y. Labor Law § 196-d Tip-Sharing Claim New York Labor Law Section 196-d prohibits any “employer or his agent” from “demanding] or accepting], directly or indirectly, any part of the gratuities, received by an employee, or retaining] any part of a gratuity or of any charge purported to be a gratuity for an employee.” N.Y. Lab. Law § 196-d (McKinney 2002); see Chung v. New Silver Palace Rest., Inc., 246 F.Supp.2d 220, 230 (S.D.N.Y.2002) (<HOLDING>). The drafters of Section 196-d “sought to end Options: A. holding that the eighth amendment prohibits states from inflicting the death penalty upon a defendant who is insane B. holding that probation department employees are not county employees C. holding the mvra prohibits the court from examining the defendants ability to pay restitution D. holding that the eighth amendment prohibits the state from inflicting the penalty of death upon a prisoner who is insane E. holding that section 196 d clearly prohibits partowner employees who wield broad managerial authority from retaining tips

assistant: The best answer is E. holding that section 196 d clearly prohibits partowner employees who wield broad managerial authority from retaining tips
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: ebay , or the collection agencies we retain , may also report information about your account to credit bureaus , and as a result , late payments , missed payments , or other defaults on your account may be reflected in your credit report .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Title V of the Economic Recovery Tax Act of 1981, Pub.L. No. 97-34, 95 Stat. 172, 323, and I.R.C. §§ 1092 & 1256 (West Supp.1987). Nonetheless, the tax treatment of pre-June 24, 1981 straddle transactions is disputed in approximately 4,400 cases docketed in the Tax Court. See 130 Cong.Rec. S8390 (daily ed. June 27, 1984). While in 1984 the IRS estimated that these cases represented $500 million in potential revenue, id., more recently it has estimated that they involve approximately $8 billion in revenue. See Supplemental Brief for the Appellee-Cross-Appellant at 3. 5 . The Tenth Circuit has since reversed the Tax Court. Miller v. Commissioner, 836 F.2d 1274, 1276 (10th Cir.1988); see also Boswell v. Commissioner, 91 T.C. No. 15, 14 (July 26, 1988) [available on WESTLAW, 1988 WL 75868] (<HOLDING>); see infra pp. 645-47. 6 .Although the Tenth Options: A. holding a medical opinion to be not significantly probative where the opinion was contrary to other substantial record evidence B. holding that recklessness even for fiduciaries is no longer sufficient C. holding that a court lacks jurisdiction when the issues in a case are no longer live D. holding that because plaintiff no longer has available administrative remedies his action must be dismissed with prejudice E. holding that tax courts miller opinion will no longer be followed

assistant: The best answer is E. holding that tax courts miller opinion will no longer be followed
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: however , if law requires that you must be older in order for linkedin to lawfully provide the services to you without parental consent ( including using of your personal data ) then the minimum age is such older age .

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: Executive will be reporting to the Company’s Chief Executive Officer. Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities of the CFO position and such other duties on behalf of the Company as may be reasonably assigned from time to time by the Company’s Chief Executive Officer.

assistant: Duties
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: Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including (a) in the case of the Initial Credit Extension, (i) to pay the consideration for the Action Sports Acquisition, (ii) to refinance in full all amount outstanding under the Existing Credit Agreement and (iii) to pay fees, costs and expenses in connection with the Transactions and (b) in the case of Credit Extensions under the Revolving Credit Facility on or after the Restatement Closing Date, (i) for providing working capital to the Borrower and its Subsidiaries, (ii) for financing capital expenditures and Acquisitions and (iii) for other lawful corporate purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: authority to review his entire case but this court affirmed, holding that the Appeals Council possessed the prerogative to broaden the scope of its review. See also Gronda v. Secretary of Health & Human Services, 856 F.2d 36 (6th Cir. 1988) (Appeals Council had authority to review entire case within sixty days of ALJ's decision even though claimant only requested review of narrow aspect of case), cert. denied, 489 U.S. 1052, 109 S.Ct. 1312, 103 L.Ed.2d 581 (1989). We doubt whether Hale would possess an actionable claim even if she had not received fair warning of the possible consequences of an appeal. See DeLong, 771 F.2d at 268 (allowing Appeals Council to broaden scope of review without providing clear notice to claimant). But see Kennedy v. Bowen, 814 F.2d 1523 (11th Cir.1987) (<HOLDING>); Powell v. Heckler, 789 F.2d 176 (3d Cir.1986) Options: A. holding that the delivery of an eeoc decision to the former attorney of a claimant did not constitute notice to the claimant B. holding that appeals council cannot expand scope of review and overturn a partially favorable decision absent notice of councils intent to reexamine issues not challenged by claimant C. recognizing that the scope of issues in interlocutory appeals is limited D. holding that additional records submitted to the appeals council are part of the administrative record for judicial review E. holding that claimant must show good cause for failure to submit evidence to alj and appeals council

assistant: The best answer is B. holding that appeals council cannot expand scope of review and overturn a partially favorable decision absent notice of councils intent to reexamine issues not challenged by claimant
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 term of the Executive’s employment, unless sooner terminated in accordance with the provisions set forth herein, shall be for a period of 3 years commencing on the Effective Date and expiring on December 31, 2019 (the “ Term ”).

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: specific phrases was merely representative. Thus, even though defendants have eliminated those two terms from the Revised Grant Terms, the Court must still analyze the Revised Grant Terms as potentially void for vagueness. 30 . In GMHC I, the Court noted that CDC ”ha[d] not set forth a clarification of the disputed terms.” GMHC I, 733 F.Supp. at 639. 31 . This lack of clarification is especially problematic given the inherently subjective nature of the term "offensive.” As plaintiffs point out, the term "offensive” is similar to words like "contemptuous," and "annoy,” which have been declared unconstitutionally vague in other contexts because "what is contemptuous to one man may be a work of art to another,” Smith v. Goguen, 415 U.S. 566, 573, 94 S.Ct. 1242, 1247, 39 L.Ed.2d 605 (1974) (<HOLDING>), and ”[c]on-duct that annoys some people does Options: A. holding that restriction on government employee speech was unconstitutionally vague B. holding that essentially equivalent is unconstitutionally vague C. holding factor b is not unconstitutionally vague D. holding flag contempt statute unconstitutionally vague E. holding that attorney disciplinary rule was unconstitutionally vague as applied

assistant: The best answer is D. holding flag contempt statute unconstitutionally vague
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 otherwise provided in this Section 12.4, all representations and warranties made by Buyer and Seller in connection with this Agreement shall survive the Closing. Anything in this Agreement to the contrary notwithstanding, the liability of all Indemnitors under this Article XII shall terminate on the third (3rd) anniversary of the Closing Date, except with respect to (a) liability for any item as to which, prior to the third (3rd) anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in writing, which Claim shall identify its basis with reasonable specificity, in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b) liability of any party for Losses for which such party has an indemnification obligation, incurred as a result of such party’s breach of any covenant or agreement to be performed by such party after the Closing, (c) liability of Seller for Losses incurred by a Buyer Indemnified Party due to breaches of its representations and warranties in Article IV of this Agreement, and (d) liability of Seller for Losses arising out of Third-Party Claims for which Seller has an indemnification obligation, which liability shall survive until the statute of limitation applicable to any third party’s right to assert a Third-Party Claim bars assertion of such claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. In the event of a Change in Control of the Company, the Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement to the fullest extent permitted by law, but in no event to any lesser extent than the Company would be required to perform if no such succession had taken place.

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 legal provision and list the applicable contract clause categories. Provision: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

assistant: Litigations
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: lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer's responsibilities to another client or to a third person, or by the lawyer’s own interests, unless: (1) the lawyer reasonably believes the representation will not be adversely affected; and (2) the client consents after consultation and with knowledge of the consequences. The language of Minn. R. Prof. Conduct 1.7(b) is almost identical to the above rule. 2 . New Hampshire Rule of Prof. Conduct Rule 1.8(b) provides: A lawyer shall not use information relating to representation of a client to the disadvantage of the client unless*the client consents after consultation and with knowledge of the consequences. See, e.g., Bourdon’s Case, 132 N.H. 365, 565 A.2d 1052, 1056 (1989) (<HOLDING>). Minn. R. Prof. Conduct 1.8(b) provides: "A Options: A. holding an attorney is an agent of the client and therefore cannot conspire with the client B. holding that ambiguous agreement between attorney and client must be construed in the clients favor C. holding that rule 18b is violated if attorney uses information of a divorce clients vulnerability to pursue a sexual relationship with the client D. holding that when an attorney represents multiple clients and a dispute between the attorney and one client later occurs there is a waiver of the privilege but only by the client asserting the liability E. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client

assistant: The best answer is C. holding that rule 18b is violated if attorney uses information of a divorce clients vulnerability to pursue a sexual relationship with the client
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: similar to his demeanor, could have impacted the weight the jury gave to his testimony. See Trial Tr. 725, ECF No. 355 (discussion at a bench conference where Morpho’s counsel complained that Dr. Denton was speaking for five to eight minutes in response to a single question to which the Court: (1) noted that it had previously commented on such problem; (2) opined that Smiths was getting the testimony it wanted but not “the way [Smiths] need[ed] it for [its] case”; and (3) warned Smiths that it was “going to lose the jury on the whole issue”). The Court does not suggest that Dr. Denton lacked credibility or that the jury was free to wholly disregard his largely unrebutted opinion on this issue. See Chesapeake & O. Ry. Co. v. Martin, 283 U.S. 209, 216, 51 S.Ct. 453, 75 L.Ed. 983 (1931) (<HOLDING>). However, in this Court’s view, the fervid Options: A. recognizing that although the question of the credibility of witnesses is one for the jury alone such rule does not mean that the jury is at liberty under the guise of passing upon the credibility of a witness to disregard his testimony when from no reasonable point of view is it open to doubt B. recognizing the purpose of crossexamination is to enlighten the jury as to whether the witness actuallyas a matter of fact knows the general reputation of the defendant and to place the jury in a better position to pass upon the credibility of the witness testimony C. recognizing that in any criminal trial the credibility of the prosecutions witnesses is central D. holding that the jury is the judge of the weight and credibility given to witness testimony E. holding that the postconviction court is the sole judge of the weight of the evidence and the credibility of witnesses

assistant: The best answer is A. recognizing that although the question of the credibility of witnesses is one for the jury alone such rule does not mean that the jury is at liberty under the guise of passing upon the credibility of a witness to disregard his testimony when from no reasonable point of view is it open to doubt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During Executive’s employment, the Company shall maintain directors’ and officers’ liability insurance in an amount and on such terms as are approved by the Board. On the Commencement Date, the Company shall execute and deliver to Executive an Indemnification Agreement, in the form adopted by the Board, pursuant to which the Company agrees to indemnify Executive and advance defense costs and expenses, on the terms and subject to the conditions set forth therein. The rights under this Section 14 shall be in addition to Executive’s right to indemnification under the Company’s organizational documents and applicable law.

assistant: Indemnifications
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 solely for the benefit of the Parties hereto and is not binding upon or enforceable by any other persons. No Party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void; provided, however, that Purchasers may assign their rights hereunder to any Affiliates of Purchasers concurrently with an assignment of Shares to such Affiliates provided, however, that (i) such Purchaser shall give the Company written notice prior to the time of such transfer stating the name and address of the Affiliate transferee and identifying the Shares with respect to which the rights under this Agreement are being transferred; (ii) such Affiliate transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound as such Purchaser by the provisions of this Agreement; and (iii) immediately following such transfer the further disposition of such Shares by such transferee shall be restricted to the extent set forth under Applicable Securities Laws. Other than pursuant to Section 6, nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the Parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the filing of his third state habeas petition in the California Supreme Court. Under AEDPA, the one-year limitations period is tolled for “[t]he time during which a properly filed application for State post-conviction or other collateral review ... is pending,” 28 U.S.C. § 2244(d)(2), provided that the petition is timely filed under state law. Evans v. Chavis, 546 U.S. 189, 193, 126 S.Ct. 846, 163 L.Ed.2d 684 (2006). Under California law, a petition is timely as long as it is filed within a reasonable length of time, which requires that a petitioner justify any substantial delay in filing. Velasquez v. Kirkland, 639 F.3d 964, 966-67 (9th Cir.2011). Byrnes’ petition was not timely. First, the delay of 141 days was substantial. See Chaffer v. Prosper, 592 F.3d 1046, 1048 (9th Cir.2010) (<HOLDING>); see also Velasquez, 639 F.3d at 966-69. Options: A. holding that a difference between approximately 54 days prepreference average days to payment and approximately 67 days preference average days to payment did not make the payments out of the ordinary course of business B. holding that a difference between 384 days prepreference average number of days to payment and 547 days preference average number of days to payment did not make the payments out of the ordinary course of business C. holding that delays of 115 days and 101 days were both substantial D. holding that a trial date 101 days after an initial arraignment but only 55 days after a second arraignment was not an unreasonable delay under 3161h7 E. holding that 120 days notice was satisfied by 30 days work plus 90 days pay

assistant: The best answer is C. holding that delays of 115 days and 101 days were both substantial
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 trustee’s rejection of a nonresidential lease retroactive to the motion filing date. We explain briefly. Bankruptcy courts are courts of equity, see Pepper v. Litton, 308 U.S. 295, 304-05, 60 S.Ct. 238, 244, 84 L.Ed. 281 (1939), and, particularly in the Chapter 11 context, they may sometimes abandon mechanical solutions in favor of the pliant reins of fairness. See, e.g., Winthrop Old Farm Nurseries, 50 F.3d at 75 (explaining that a bankruptcy court, applying principles of equity, may in its discretion choose between valuation methods). In the section 365 context, this means that bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation. See In re Jamesway Corp., 179 B.R. 33, 39 (S.D.N.Y. 1995) (<HOLDING>); see also In re Garfinckels, Inc., 118 B.R. Options: A. holding that a bankruptcy court can order rejection retroactive to an earlier date to avoid penalizing the debtor for an unnecessary delay caused by the creditor B. holding that creditor lacked appellate standing to appeal order of bankruptcy court absent permission of bankruptcy court C. holding that delay caused by or consented to by a defendant is not unreasonable D. holding that creditor did not have actual knowledge of the bankruptcy filing where the debtor informed creditor of the possibility that a bankruptcy case would be filed E. holding that court lacked jurisdiction on appeal from injunction because the order was simply an interpretation of an earlier order

assistant: The best answer is A. holding that a bankruptcy court can order rejection retroactive to an earlier date to avoid penalizing the debtor for an unnecessary delay caused by the creditor
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 services bearing counterfeit marks) ... section 2314 and 2315 (relating to interstate transportation of stolen property) ... (D) any offense involving fraud connected with a case under title 11 ... 18 U.S.C. § 1961(1). The Amended Complaint alleges two or more related instances of mail fraud, wire fraud, trafficking in counterfeit goods, money laundering, interstate transportation of converted goods, tax fraud and bankruptcy fraud. Amended Complaint, ¶¶ 249-256. Before determining if the Amended Complaint implicates Ravinder Chawla, the Court will first review the pleading standard applicable to each predicate act. Pleading Standards for Predicate Acts Where, as here, Plaintiffs rely, inter alia, on a series of fraud-based predicate acts (mail, wire, and bankrupt (N.D.Ill.1996) (<HOLDING>). Having determined what the Amended Complaint Options: A. recognizing that the federal pleading standard is a less stringent standard than the delaware pleading standard B. holding that transmission of photographs by means of the internet constitutes transportation in interstate commerce C. holding that the defendant could be prosecuted for transporting stolen motor vehicles in interstate commerce under either 18 usc 2314 which prohibits interstate transportation of stolen goods or 18 usc 2312 which specifically prohibits interstate transportation of stolen motor vehicles and airplanes D. holding that the government need not prove that interstate transport was foreseeable in order to obtain a conviction under 18 usc 2314 which prohibits the interstate transportation of stolen goods E. holding that crime of interstate transportation of anothers property subject to notice pleading standard

assistant: The best answer is E. holding that crime of interstate transportation of anothers property subject to notice pleading standard
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 364 U.S. 478 81 S.Ct. 243 5 L.Ed.2d 222 PEKAO TRADING CORP.v.George M. BRAGALINI et al. No. 483. Supreme Court of the United States December 5, 1960 Arthur C. Fink, for appellant. PER CURIAM. 1 The appeal is dismissed for want of a substantial federal question. 2 Mr. Justice FRANKFURTER would note probable jurisdiction and hear the case, the more so inasmuch as the transactions which New York has taxed concerned foreign commerce, unlike those which were involved in Northwestern States Portland Cement Co. v. Minnesota, 358 U.S. 450, 79 S.Ct. 357, 3 L.Ed.2d 421. 3 Mr. Justice DOUGLAS is also of the opinion that probable jurisdiction should be noted.

assistant: 10
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 Manitex at any time, in its sole discretion, prior to the Separation; provided that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: .the pendent appeal involved a separate cause of action from the one giving rise to the appealable order, rather than an ancillary matter; the appeal-able order was itself interlocutory, suggesting a greater threat to orderly procedure when the appeals court broadly intervened before the district court had an opportunity to render a final judgment on any of the claims in the case; and the court of appeals complicated the appeal by bringing in “pendent parties,” i.e., parties who were not involved in the appealable order but were parties to the pendent order. Review of the attorney’s fees order is certainly within our Article III power. See Gibbs, 383 U.S. at 725, 86 S.Ct. at 1138; Chicago, Rock Isl. & Pac. R.R. Co. v. Stude, 346 U.S. 574, 578, 74 S.Ct. 290, 293-94, 98 L.Ed. 317 (1954) (<HOLDING>). Also, unlike the extra-statutory exercise of Options: A. holding that the court had jurisdiction to hear the suit under the citizen suit provision of the caa B. holding that although the filing of suit and service of citation interrupt the running of the statute its dismissal for want of prosecution will have the same effect as if the suit had never been filed C. holding circuit court reviewing the dismissal of one suit had jurisdiction to review denial of a remand motion in a separate suit arising from same set of events D. holding that reviewing court may consider trial evidence in reviewing denial of motion to suppress E. holding that a prior suit and a subsequent suit between the same parties did not involve the same claim because the evidence necessary to sustain the subsequent suit was insufficient to entitle the plaintiff to relief in the prior suit

assistant: The best answer is C. holding circuit court reviewing the dismissal of one suit had jurisdiction to review denial of a remand motion in a separate suit arising from same set of events
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: of Torts § 159. See also In re MTBE Prods. Liab. Litig., 379 F.Supp.2d at 348. 128 . See Blaen Avon Coal Co. v. McCulloh, 59 Md. 403, 419 (1883). 129 . See Rockland Bleach & Dye Works Co. v. H.I. Williams Corp., 242 Md. 375, 219 A.2d 48, 55 (1966) (noting that where surface water that invades plaintiff's property is "accompanied by large quantities of mud and other debris” an action in trespass would lie) (citing Cahill v. Baltimore City, 48 A. 705 (Md.1901); Guest v. Commissioners of Church Hill, 90 Md. 689, 45 A. 882 (1900)). 130 . See id. 131 . See Maryland Heights Leasing, Inc., 706 S.W.2d at 225. 132 . Yarema, 516 A.2d at 1004. 133 . Rosenblatt, 642 A.2d at 188. 134 . Id. at 189. 135 . Id. at 185 (quoting Restatement (Second) of Torts § 519). Accord Yommer, 257 A.2d at 141 (<HOLDING>). 136 . Rosenblatt, 642 A.2d at 186. 137 . Options: A. holding that the doctrine of strict liability applies where an owner of residential property brought a claim against the owners of a gasoline station immediately adjacent to a private residence after gasoline leaked into the property owners well B. holding that all property owners affected by a residential use permit are necessary parties C. holding that the property owners testimony alone placed the value of the stolen property above the amount necessary to constitute grand larceny D. holding that the state is obligated to pay property owners when it regulates private property under its police power in such a manner that the regulation effectively deprives the owner of the economically viable use of that property E. holding that the property owners duty of reasonable care included maintaining the automatic doors into the building and concluding that disputes of material fact remained as to the property owners constructive notice that the automatic doors were closing too quickly

assistant: The best answer is A. holding that the doctrine of strict liability applies where an owner of residential property brought a claim against the owners of a gasoline station immediately adjacent to a private residence after gasoline leaked into the property owners well
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Section 3 shall be held invalid or unenforceable in any jurisdiction or as to any Participant, such provision shall be construed and deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the intent of the Plan, as determined by the Plan Administrator, such provision shall be stricken as to such jurisdiction or Participant, and the remainder of Section 3 shall remain in full force and effect as if such provision had not been included.

assistant: Severability