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: surrounding the Javits Center takeover and focused single-mindedly on finding a reason to deny the claim, it would not disturb the conclusion that FM’s refusal to pay the claim was supported by “reasonable justification,” and that its basis for refusal, namely, interpretation of the contract, did not require any investigation into circumstances at the Javits Center. A grant of summary judgment is appropriate where there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). In this case, even if discovery would have furnished ample evidence in support of Pen-ton’s theory, Penton’s bad faith claim would still not be meritorious, and FM would still be entitled to judgment as a matter of law. See Audi AG, 469 F.3d at 542 (<HOLDING>). Therefore, the grant of summary judgment to Options: A. holding that under rule 56f nonmoving party seeking additional discovery must demonstrate precisely how additional discovery will lead to a genuine issue of material fact B. holding that general allegations of a need for additional discovery will not suffice the person presenting such a claim must show what discovery has been obtained why it is inadequate and the what additional information he expects to obtain from additional discovery C. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law D. holding that rejection of the appellants rule 56f request for additional discovery was proper where the information as to which he sought discovery was immaterial to the question of whether he is liable E. recognizing that while summary judgment is improper if the nonmovant is not afforded a sufficient opportunity for discovery it is the nonmovants responsibility to inform the district court of the need for discovery by filing an affidavit pursuant to rule 56f of the federal rules of civil procedure or filing a motion requesting additional discovery

assistant: The best answer is D. holding that rejection of the appellants rule 56f request for additional discovery was proper where the information as to which he sought discovery was immaterial to the question of whether he is liable
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 notice to UGI provided for in this instrument shall be addressed to UGI in care of the Corporate Secretary at UGI’s headquarters, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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: Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade accounts payable and accrued expenses in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

assistant: Remedies
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: Notwithstanding any contrary language of this Plan, upon a Participant’s (i) termination due to Retirement, (ii) termination due to death, (iii) Disability or (iv) a Covered Termination (as such term has been defined in Section 1.16), such Participant shall be one hundred percent (100%) vested in all of his undistributed Deferral Contributions, Matching Contributions and/or Discretionary Contributions, as well as any appreciation (or depreciation) specifically attributable to such amounts due to Investment Adjustments.

assistant: Death
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: findings that formed the basis of the petitioners’ decision regarding Reverend Greer, and, ultimately, into the petitioners’ decision to retain Reverend Greer in his capacity as a minister. Under Ex parte Bole, the circuit court, is without subject-matter jurisdiction to hear those tort claims. I note that the plaintiffs argue that Ex parte Bole is distinguishable from the present case. Specifically, the plaintiffs argue, in part, that Ex parte Bole is distinguishable because they filed their tort claims as third parties who are completely outside the purview and ecclesiastical supervision and jurisdiction of the church. This distinction is insignificant. This Court’s decision in Ex parte Bole holds that a circuit court does not have jurisdiction over certain types of t -48 (Mo.1997) (<HOLDING>); H.R.B. v. J.L.G., 913 S.W.2d 92, 98-99 Options: A. holding that first amendment barred consideration of negligent supervision claim against diocese for sexual relationship between adult parishioner and priest while the priest was counseling the parishioner in his position as a hospital chaplain B. holding that first amendment barred child victim of sexual abuse by priest from bringing breach of fiduciary duty claim against priest church official and church C. holding that first amendment barred negligent supervision claim against a church regarding sexual relationship between adult parishioner and priest during the course of a marital counseling D. holding that first amendment barred negligent hiring and supervision claim against archdiocese for alleged sexual abuse of minor by priest E. holding that first amendment barred child victim of sexual abuse by priest from bringing negligent hiring and supervision claims but that first amendment would not be violated by adjudication of claim of intentional failure to supervise priest

assistant: The best answer is E. holding that first amendment barred child victim of sexual abuse by priest from bringing negligent hiring and supervision claims but that first amendment would not be violated by adjudication of claim of intentional failure to supervise priest
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 whether a guideline takes a certain encouraged departure factor into account requires a legal analysis of the guidelines, policy statements, and commentary, our review essentially is de novo). However, if the district court had recognized that § 2J1.2(b) accounted for physical injury, but had concluded that a departure was warranted because the type of physical injury inflicted by the defendant was so extraordinary that it was outside the heartland of situations encompassed by the applicable guideline, our review would be limited to determining whether the district court abused its discretion in finding that the physical injuries inflicted were outside the heartland of physical injuries encompassed within the guideline. See United States v. Bailey, 112 F.3d 758, 772 (4th Cir.1997) (<HOLDING>); United States v. Hairston, 96 F.3d 102, Options: A. recognizing that as long as ground has not been prohibited by guidelines departure is permissible if case is outside heartland of cases governed by particular guideline B. holding that departure from kidnapping guideline based on physical injury see ussg 5k22 ps and unlawful restraint see ussg 5k24 ps was not an abuse of discretion because although the heartland of the applicable guideline took these matters into account they were present to an extraordinary degree C. holding that where the commentary to a guideline is at odds with another provision of the guidelines the guideline prevails D. holding that murder guideline is appropriate when death results from arson but not reaching issue of whether first or second degree murder guideline is appropriate because the district court although initially applying the guidelines for first degree murder had departed downward pursuant to application note 1 to ussg 2a11 on the ground that the death was not caused intentionally or knowingly E. holding that a defendant whose original sentence was based upon the careeroffender guideline and not 2d11 could not receive a sentence reduction based on amendment 706 because it did not have the effect of lowering the applicable guideline range

assistant: The best answer is B. holding that departure from kidnapping guideline based on physical injury see ussg 5k22 ps and unlawful restraint see ussg 5k24 ps was not an abuse of discretion because although the heartland of the applicable guideline took these matters into account they were present to an extraordinary degree
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: “convinced by other persuasive data that the highest court of the state would decide otherwise,” this court will not defer to the decisions of the intermediate state appellate courts. Herrmann Holdings Ltd. v. Lucent Techs. Inc., 302 F.3d 552, 558 (5th Cir.2002) (internal quotations and citations omitted). In two unpublished cases, the Dallas appellate court in 2001 twice held that while prejudgment interest was to be calculated on the total amount of damages at the time of judgment, the accrual date should be based on one point in time, regardless of whether the total amount of damages had occurred at that time. Am. Technical Res., Inc. v. Network Staffing Servs., Inc., No. 05-00-01124-CV, 2001 WL 969210, at *6 (Tex.App.— Dallas Aug.28, 2001, no pet.) (not designated for publication) (<HOLDING>); Basic Capital Mgmt., Inc. v. Phan, No. Options: A. holding that prejudgment interest may inelude compound interest B. holding that prejudgment interest should not be calculated based on a paycheckbypaycheck basis C. holding that prejudgment interest is based on the amount of the judgment not the total amount of damages awarded by the jury because nonsettling defendants have no control over settlement negotiations and should not be forced to pay prejudgment interest on settling defendants parts of a damages award D. holding that prejudgment interest should not be calculated based on a monthbymonth basis E. holding that prejudgment interest may include compound interest

assistant: The best answer is D. holding that prejudgment interest should not be calculated based on a monthbymonth basis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE DEBTOR AND THE SECURED PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE DEBTOR AND THE SECURED PARTY ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. Each Standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the " ICC ") at the time of issuance (" UCP ") or the rules of the International Standby Practices (ICC Publication Number 590) (" ISP98 "), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to is conflict of laws principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the scope of Consultant’s services under this Agreement, Consultant may be requested, alone or with others, to create, invent, enhance, and modify items which are or could be deemed to be Confidential Information. Consultant acknowledges and agrees that all of such information is intended to be, and will remain, the sole and exclusive property of the Company. In addition, Consultant agrees that any and all intellectual property that Consultant invents, discovers, originates, makes, conceives, creates or authors either solely or jointly with others in connection with his services under this Agreement and that is the result of or is substantially derived from Confidential Information (“Intellectual Property”) shall be the sole and exclusive property of the Company unless in the public domain. When the Consultant’s services under this Agreement terminate, he shall promptly and fully disclose all such Intellectual Property to the Company, shall provide the Company with any information that it may reasonably request about such property and shall execute such agreements, assignments or other instruments as may be reasonably requested by the Company to reflect such ownership by the Company and shall fully cooperate with the Company to protect the business relationships of the Company and to insure that there will be no unreasonable interference or disruption of such business relationships.

assistant: Intellectual Property
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: which the electorate reasonably could have believed that the classification would further the purpose of environmental safety. Clover Leaf Creamery, Co., 449 U.S. at 464, 101 S.Ct. at 724; MSM Farms, Inc., 927 F.2d at 333. Under this standard, the Court concludes that there was evidence before the electorate in the form of the public administrative hearings as well as other sources of information about Lonetree from which the electorate could reasonably have believed that the Referendum would further the protection of South Dakota’s environment. The fact that the electorate chose not to subject the legislative approval granted to the Big Stone Power Plant to the referendum process does not invalidate the Referendum against Lonetree. See Dukes, 427 U.S. at 303-05, 96 S.Ct. at 2517-18 (<HOLDING>). Finally, SDDS argues that defendants have Options: A. holding that a legislature need not strike out all evils at one the same time B. holding that the defendants burden at this stage is one of production not one of persuasion C. holding that a state may only partly ameliorate a perceived evil at one time and that the failure of a regulation to eliminate all of an evil at one step does not make the regulatory classification irrational D. holding that the defendant may not state one ground at trial and another on appeal E. holding that the distinction between a preparatory step and a substantial step constituting a direct movement toward commission of the intended offense is one of fact not law

assistant: The best answer is C. holding that a state may only partly ameliorate a perceived evil at one time and that the failure of a regulation to eliminate all of an evil at one step does not make the regulatory classification irrational
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: to do so may result in a reprimand, a suspension of their license, or a permanent revocation of their license. See Cornell v. Wunschel, 408 N.W.2d 369, 377 (Iowa 1987) (stating that “the code of professional responsibility sets the standard for an attorney’s conduct in any transaction in which his professional judgment may be exercised”); Iowa Sup.Ct. R. 118.10 (discussing discipline by supreme court). It is also significant that the underlying goal of the licensing and supervision of attorneys is to protect the public from the consequences of unqualified legal advisors. See Comm. on Prof'l Ethics & Conduct v. Lawler, 342 N.W.2d 486, 488 (Iowa 1984). These facts unquestionably demonstrate that the attorney licensing requirement has a regulatory purpose. Cf. Mincks, 611 N.W.2d at 277 (<HOLDING>). We now determine whether “the interest in the Options: A. holding that grain dealer licensing statute has a regulatory purpose where the department of agriculture and land stewardship has general supervision over grain dealers and the purpose behind the statutory licensing requirement is protection of the public B. recognizing that the primary purpose of tr 162051 is protection of the public C. holding that the prohibitions under the statute do not prevent a manufacturer from terminating a contract with a dealer where the dealer has over a long period of time violated a valid and material clause of the contract and has failed to comply with the continuing insistence of the manufacturer upon performance D. recognizing frustration of purpose where an unexpected regulatory change substantially frustrated the principal purpose of the agreement to the unfair advantage of one party E. holding that a defendant is in custody and miranda applies even when the purpose of defendants detention is unrelated to the purpose of the interrogation

assistant: The best answer is A. holding that grain dealer licensing statute has a regulatory purpose where the department of agriculture and land stewardship has general supervision over grain dealers and the purpose behind the statutory licensing requirement is protection of the public
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: we will not be liable , directly or indirectly , for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content , goods or services available on or through any third party websites , content or mobile application .

assistant: Limitation of liability
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 Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: violated the same emission standards or limitations in its Title V permits both before and after the complaint was filed. Plaintiffs do not claim satisfaction of the third method of proving actionability: method (2)(b) continuing likelihood of recurrence. 11. Title V permits incorporate numerous, different regulatory requirements, and the Complex is regulated by over 120,000 permit conditions. Plaintiffs must prove Exxon repeatedly violated an emission standard or limitation, which includes a standard, limitation, schedule, term, or condition in one of Exxon’s Title v. permits. See 42 U.S.C. § 7604(a)(1), (f)(4). Thus, it is insufficient to prove violation of one standard or limitation followed by violation of a different standard or limitation. ExxonMobil Corp., ECF No. 126 at 13 (<HOLDING>) (citing Patton v. Gen. Signal Corp., 984 Options: A. holding that statute authorizing citizen suits against those alleged to be in violation of the clean water act cwa conferred no jurisdiction over cases based on wholly past violations B. holding that the caa allows citizen suits for a wholly past violation so long as there is a second violation of the same emission standard or limitation C. holding that violation of state law was not a per se constitutional violation D. holding that the court had jurisdiction to hear the suit under the citizen suit provision of the caa E. holding that police may approach citizen and ask that he roll down the window as long as the officers do not detain the citizen or create the impression that the citizen may not leave

assistant: The best answer is B. holding that the caa allows citizen suits for a wholly past violation so long as there is a second violation of the same emission standard or limitation
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: must have exclusive jurisdiction, not merely limited jurisdiction, over the claims alleged to be barred. Compare Restatement (Second) of Judgments § 26 cmt. c(1), with id. § 24 cmt. g. ¶ 33 A district court has subject matter jurisdiction over a legal claim unless adjudicative authority for that claim is specifically delegated to an administrative agency. District courts have general jurisdiction, which provides them with broad adjudicative authority. Utah Code Ann. § 78A-5-101 and -102 (2008). Only in instances where the legislature grants exclusive jurisdiction to an administrative agency, or otherwise explicitly restricts the courts' jurisdiction, does the district court lack subject matter jurisdiction. See, e.g., Beaver County v. Qwest, Inc., 2001 UT 81, ¶¶ 10-11, 31 P.3d 1147 (<HOLDING>). For example, the Workers' Compensation Act Options: A. holding that the legislature granted exclusive authority over ratemaking to the public service commission B. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction C. holding that the commission exercises substantial discretion in selecting the appropriate ratemaking methodology and this is especially true where as here the issues involve complex factual determinations peculiarly within the expertise of the commission D. recognizing the fundamental objective in utility ratemaking that customers who benefit from a service should bear the costs of providing that service quotation marks omitted E. holding that the texas legislature limited jurisdiction to the public utilities commission for disputes about rates operations and services of an electric utility by stating that the commission has exclusive original jurisdiction over these issues citing tex utilcode 32001 west 2007

assistant: The best answer is A. holding that the legislature granted exclusive authority over ratemaking to the public service commission
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in another, that may be precisely what the Legislature intended,” and “we must honor that difference.”); cf. Tex. Gov’t Code § 311.034 (“In order to preserve the legislature’s interest in managing state fiscal matters through the appropriations process, a statute shall not be construed as a waiver of sovereign immunity unless the waiver is effected by clear and unambiguous language.... Statutory prerequisites to a suit, including the provision of notice, are jurisdictional requirements in all suits against a governmental entity.”). 3. Other Cases Construing Statutory Use of “Must” This construction of the Act’s procedural requirements is also consistent with this Court’s precedent in analogous situations. See, e.g., Jose Carreras, M.D., P.A. v. Marroquin, 339 S.W.3d 68, 72 (Tex.2011) (<HOLDING>) (quoting Tex. Civ. Prac. & Rem Code § Options: A. recognizing that the applicant received notice from the plea form even though such notice was not required B. holding that health care liability claimants failure to include authorization form with notice precluded claimants from availing themselves of statutory tolling provision because statute provided that notice must be accompanied by the authorization form C. holding recoupment statute itself served as a form of notice D. holding claim that negligent supervision caused assault was health care liability claim because it was inseparable from the health care and nursing services provided E. holding that an obligation imposed by statute cannot form the basis for a statutory employer relationship

assistant: The best answer is B. holding that health care liability claimants failure to include authorization form with notice precluded claimants from availing themselves of statutory tolling provision because statute provided that notice must be accompanied by the authorization form
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 third party benefit inuring to the aggrieved party would enter into the calculations of an efficient breacher. Id. Therefore, Professor Fleming concludes that “the policies underlying the law of contract do not dictate an application of the collateral source rule different from that in tort.” M In the case at bar, the Defendant seeks to claim that the collateral source doctrine does not apply to actions for breach of contract. In support of its position, Defendant cites Campbell v. Market Am. Ins. Co., 822 So.2d 617, 622-23 (LaApp. 1 Cir.2001). Defendant cites Campbell for the specific proposition that “rules applicable to recovery in tort do not apply to an action on a contract of insurance.” Id. at 623; see also Sher v. Lafayette Ins. Co., 973 So.2d 39, 52-53 (La.App. 4 Cir.2007) (<HOLDING>). In Campbell, the court considered whether a Options: A. holding that contract debt was not subject to an act in tort for conversion B. holding that failure to pay obligations under a contract is a material breach as a matter of law when parties explicitly state in the contract that failure to pay warrants termination C. holding that an award of fees under 411839 was mandatory where an insured is compelled to file a lawsuit by reason of an insurers refusal to pay to recover for a loss under her insurance contract D. holding that a lawsuit for failure to pay on an insurance contract does not sound in tort E. holding first lawsuit and allegations in second lawsuit part of same transaction for res judicata purposes even though different theory of recovery and harm alleged in second lawsuit

assistant: The best answer is D. holding that a lawsuit for failure to pay on an insurance contract does not sound in tort
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 representations and warranties contained in this Agreement or in any Related Document shall be deemed to be material and to have been relied upon by the parties hereto, and shall survive the Closing and shall be fully effective and enforceable for a period of eighteen (18) months following the Closing Date (unless a different period is specifically assigned thereto in this Agreement), but shall thereafter be of no further force or effect, except as they relate to claims for indemnification timely made pursuant to this Article VIII ; provided , however , that the representations and warranties contained in Section 3.8 (“ Taxes ”) and Section 3.12 (“ Assets and Title ”) shall survive until 90 days after the expiration of the applicable statute of limitations period; and provided, further, that the representations and warranties contained in Section 3.1 (“ No Violation ”), Section 3.2 (“ Due Organization ”), Section 3.3 (“ Authorization ”) and Section 3.5 (“ Consents ”) shall survive indefinitely. Any claim for indemnification asserted in writing before the eighteen (18) month anniversary of the Closing Date or the other applicable survival period set forth in this Section 8.1 shall survive until resolved or judicially determined. No investigation by Buyer prior to the Closing Date shall relieve the Sellers from any liability for any misrepresentation, misleading statement or omission made in this Agreement or in connection with the transactions contemplated hereby. Covenants and agreements required to be performed after the Closing shall survive the Closing and shall expire in accordance with their terms.

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: Each RSR represents the right to receive one Share on a future date, on the terms and conditions set forth herein, in the Notification and the Plan, the applicable terms, conditions and other provisions of which are incorporated by reference herein (collectively, the “Award Documents”). A copy of the Plan and the documents that constitute the “Prospectus” for the Plan under the Securities Act of 1933 have been made available to the Participant prior to or along with delivery of the Notification.

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: (a) None of the terms or provisions of this Subsidiary Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Subsidiary Guarantor(s) and the Administrative Agent in accordance with Section 10.1 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1999) (unpublished) (citing Turner, 482 U.S. at 87, 107 S.Ct. 2254). For example, the room and board fee may help defray taxpayer liability for the considerable expense of incarcerating criminal offenders. Additionally, the room and board fee may engender fiscal responsibility in VBCJ’s inmates. And finally, the room and board fee may contribute to the overall well-being of the local inmate population as the collected fees are used for general jail purposes. Va. Code § 53.1-131.3 (2003). Therefore, even assuming arguendo that the VBCJ room and board fee is of constitutional significance, the fee is reasonably related to the promotion of legitimate penological interests. III. Conclusion Therefore, for the reasons stat .), cert. denied, 506 U.S. 905, 113 S.Ct. 299, 121 L.Ed.2d 222 (1992) (<HOLDING>). 4 . Estelle v. Gamble, 429 U.S. 97, 104-05, Options: A. holding that life without parole sentences for nonhomicide offenses violates the eighth amendment B. holding that denial of outofcell exercise for an extended period violates the eighth amendment C. holding that the execution of mentally retarded criminals violates the eighth amendment D. holding that execution of juveniles violates the eighth and fourteenth amendments E. holding that malicious or sadistic use of force with intent to harm violates the eighth amendment

assistant: The best answer is B. holding that denial of outofcell exercise for an extended period violates the eighth amendment
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 Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

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: During the Employment Term, the Executive will serve as the Executive Vice President & General Counsel and Corporate Secretary of the Company. The employment relationship between the Company and the Executive will be governed by the applicable written general employment policies and practices of the Company contained or referred to in the Morgans Hotel Group Corporate Handbook (the “ Handbook ”), as well as those written general polices relating to ethics and business conduct, confidential information, expense reimbursement and avoidance of conflicts (together, the “ Company Policies ”), a copy of which has been delivered to the Executive, except that when any express term of this Agreement is in conflict with the Company Policies, such term of this Agreement will control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall be governed by, and construed in accordance with, the law of the State of Texas (except that Chapter 346 of the Texas Finance Code, which regulates certain revolving credit loan accounts, shall not apply to this Amendment or any other Credit Document).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 5.8 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents.

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 case excerpt and choose the best holding from the options. Case excerpt: debtors, which are specified as “Other Necessary Expenses” on Form B22C, a category for which the IRS does not set out specific dollar allowances. Rather, § 707(b)(2)(a)(ii)(I) allows debtors to deduct their actual expenses under this category. 45. Line 37 of Form B22C limits telecommunication expenses to those of the debtors or their dependents. Because Form B22C specifically so limits the deduction for telecommunication expenses, the debtors bear the burden of demonstrating that these expenses are actual, reasonable, and necessary expenses for themselves (rather than for a household of ten people). See 11 U.S.C. § 1325(b)(3) (indicating that disposable income is calculated by deducting “reasonably necessary” expenses from the debtor’s current monthly income); see also Edmunds at 645 (<HOLDING>). The debtors have failed to meet that burden. Options: A. holding that debtors have the burden of proving that other necessary expenses on form b22c are actual reasonable and necessary expenses and that these expenses should be considered in light of schedule j and other relevant evidence B. holding that necessary expenses such as living expenses are not considered a squandering or secreting of marital property such that reimbursement or a setoff should be ordered C. holding that an award for medical expenses is proper when the expenses have been incurred but not paid D. holding that jury should decide whether plaintiffs testimony proved reasonable and necessary medical expenses E. holding that medical expenses must be proven to be both reasonable and necessary

assistant: The best answer is A. holding that debtors have the burden of proving that other necessary expenses on form b22c are actual reasonable and necessary expenses and that these expenses should be considered in light of schedule j and other relevant evidence
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: pleadings of a pro se litigant are liberally construed. See Pugh v. Smith, 465 F.3d 1295, 1300 (11th Cir.2006). A procedural default arises when the state court correctly applies a procedural principle of state law and concludes that the petitioner’s claim is barred. Bailey v. Nagle, 172 F.3d 1299, 1302 (11th Cir.1999). When a state court refuses to address the merits of a state prisoner’s claims based on state law, the federal habeas court is precluded from hearing the merits absent a showing of cause for the default and actual prejudice, or that the failure to consider the claim would result in a fundamental miscarriage of justice. Coleman v. Thompson, 501 U.S. 722, 749-50, 111 S.Ct. 2546, 2564-65, 115 L.Ed.2d 640 (1991); see also Alderman v. Zant, 22 F.3d 1541, 1549 (11th Cir.1994) (<HOLDING>). A federal court must determine “whether the Options: A. holding that either the district court or the court of appeals must issue a certificate of appealability on both the merits and the procedural bar before we can consider the merits of a claim that the district court held to be procedurally barred B. recognizing that the district court did not reach the merits C. holding that if the state court addresses both the procedural default and the merits of a federal claim in the alternative a federal court should apply the state procedural bar and decline to reach the merits of the claim D. holding that a state procedural default will not bar consideration of a federal claim on habeas review unless the last state court rendering a judgment clearly and expressly stated that its judgment rested on a state procedural bar E. holding that the federal habeas corpus court could reach the merits of a due process claim even though there was no contemporaneous objection in state court trial where the state habeas corpus court reached the merits rather than rely on the procedural default defense

assistant: The best answer is C. holding that if the state court addresses both the procedural default and the merits of a federal claim in the alternative a federal court should apply the state procedural bar and decline to reach the merits of the claim
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: 439 U.S. 320 99 S.Ct. 644 58 L.Ed.2d 549 MOBAY CHEMICAL CORPORATIONv.Douglas COSTLE, Administrator, United States Environmental Protection Agency. No. 78-308. Jan. 8, 1979. Rehearing Denied Feb. 26, 1979. See 440 U.S. 940, 99 S.Ct. 1291. PER CURIAM. 1 Appellant contends that the use of one submitter's data, filed prior to 1970, in the consideration of another person's application for registration of pesticides under § 3 of the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), as added by the Federal Environmental Pesticide Control Act of 1972, 86 Stat. 979, and as amended, 89 Stat. 755, 7 U.S.C. § 136a, effects a taking for private use and without compensation in violation of the Fifth Amendment to the Constitution and that the Act is to that extent invalid. A three-judge court was convened under former 28 U.S.C. § 2282 (1970 ed.) and proceeded to reject these contentions. Appellant seeks to appeal directly to this Court. Having examined the Act and the papers before us, however, we are convinced that whatever may be true with respect to data submitted after January 1, 1970, the FIFRA, as amended, does not at all address the issues of the conditions under which pre-1970 data may be used in considering another application. It neither authorizes, forbids, nor requires the existing agency practice with respect to pre-1970 data. As a legal matter, then, appellant's attack is on agency practice, not on the statute. The three-judge court was thus improperly convened, William Jameson & Co. v. Morgenthau, 307 U.S. 171, 173-174, 59 S.Ct. 804, 805, 83 L.Ed. 1189 (1939), and this Court does not have jurisdiction to entertain a direct appeal from the judgment in such case. See 28 U.S.C. § 1253; Norton v. Mathews, 427 U.S. 524, 528-530, 96 S.Ct. 2771, 2773-2775, 49 L.Ed.2d 672 (1976). The appeal is accordingly dismissed for want of jurisdiction. 2 So ordered. 3 Mr. Justice BLACKMUN, dissenting. 4 I am of the view that the 1975 amendments to FIFRA specifically address the practices of the EPA and permit and ratify them. The constitutionality of the statute is therefore necessarily drawn into question in this lawsuit. See Flast v. Cohen, 392 U.S. 83, 88-91, and n. 3, 88 S.Ct. 1942, 1946-1948, and n. 3, 20 L.Ed.2d 947 (1968). I therefore conclude that the three-judge District Court was properly convened. On the merits, I would affirm the judgment of the District Court.

assistant: 9
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 Plan Administrative Committee shall elect one of its members as chairman. Its members shall serve as such without compensation. A majority of the Plan Administrative Committee members shall constitute a quorum. The Plan Administrative Committee may take any action upon a majority vote at any meeting at which a quorum is present, and may take any action without a meeting upon the unanimous written consent of all members. All action by the Plan Administrative Committee shall be evidenced by a certificate signed by a member of the Plan Administrative Committee. The Plan Administrative Committee shall appoint a secretary to the Plan Administrative Committee who need not be a member of the Plan Administrative Committee, and all acts and determinations of the Plan Administrative Committee shall be recorded by the secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary.

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: In its response to the plaintiffs writ of error to this Court, the defendant did not raise the jurisdictional defect in the court of appeals. Nevertheless, we held that fundamental error applied, reaffirming the definition from Ramsey. 304 S.W.2d at 265. We expanded on the definition, holding that “[w]hen the record affirmatively and conclusively shows that the court rendering the judgment was without jurisdiction of the subject matter, the error will also be regarded as fundamental.” Id. at 266. Accordingly, we held that this Court had the power to reverse the court of appeals’ judgment, and we dismissed the appeal on the unassigned jurisdictional error. Id. Ramsey and McCauley were watershed decisions, establishing that fundamental-error review is not barr S.W.2d 677, 678 (Tex.1990) (<HOLDING>); McCauley, 304 S.W.2d at 265-66 (applying Options: A. holding that lack of appellate jurisdiction is fundamental error B. holding that it is a fundamental principle of appellate law that appeal jurisdiction is only available to parties C. recognizing plain or fundamental error D. holding that appellate courts assumption of jurisdiction over interlocutory order when not expressly authorized to do so by statute is fundamental jurisdictional error E. holding lack of subjectmatter jurisdiction is fundamental error that this court may properly raise and recognize sua sponte

assistant: The best answer is A. holding that lack of appellate jurisdiction is fundamental error
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: Without limiting Section 11.4 of the Security Agreement, upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

assistant: Terminations