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: not contest Alaimalo’s actual innocence. B. Prior Opportunities to Raise Actual Innocence Claim We turn to the question of whether Alaimalo’s actual innocence claim was unavailable to him during his direct appeal and his first § 2255 motion. In making this determination, we consider “(1) whether the legal basis for petitioner’s claim did not arise until after he had exhausted his direct appeal and first § 2255 motion; and (2) whether the law changed in any way relevant to petitioner’s claim after that first § 2255 motion.” Harrison, 519 F.3d at 960 (internal quotation marks omitted). An intervening court decision must “effect a material change in the applicable law” to establish unavailability. Harrison, 519 F.3d at 960. See also In re Davenport, 147 F.3d 605, 607, 610 (7th Cir.1998) (<HOLDING>); Triestman v. United States, 124 F.3d 361 (2d Options: A. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessability of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm B. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used C. holding that the supreme courts interpretation of 18 usc 924c1 in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 has retroactive application to cases on collateral review D. holding that the rule announced in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 applies retroactively on collateral review E. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense

assistant: The best answer is A. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessability of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm
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 addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under this Agreement against any other parties Signatory hereto. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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 case excerpt and choose the best holding from the options. Case excerpt: Law & PRACTICE § 67.4 (2d ed.2002); Matter of Atlas Supply Corp., 857 F.2d 1061, 1063 (5th Cir.1988); In re Solomon, 277 B.R. 706, 707 (Bankr.E.D.Tex.2002). In fact, the Bankruptcy Code also speaks as to the scope of the word “including” used in § 707(a). Section 102 of the Bankruptcy Code states that the words “includes” and “including” are not limiting. 11 U.S.C. § 102(3). Bad Faith Filing as Cause for Dismissal Several courts have held that a lack of good faith is cause for dismissal. In re Tamecki 229 F.3d 205 (3rd Cir.2000); In re Zick, 931 F.2d 1124 (6th Cir.1991); In re Miller, 263 B.R. 183 (N.D.N.Y.2001). However, the issue is not settled because numerous courts have held to the contrary. In re Padilla, 222 F.3d 1184 (9th Cir.2000); In re Huckfeldt, 39 F.3d 829 (8th Cir.1994)(<HOLDING>); In re Etcheverry, 242 B.R. 503, 506 Options: A. holding that although courts have inherent power to dismiss bad faith litigant 707a does not provide basis for dismissal on grounds of bad faith filing B. holding title company liable for bad faith C. holding that the list contained in 11usc 707a is not exhaustive such that bad faith may constitute cause for dismissal in a chapter 7 bankruptcy D. holding that lack of good faith is a valid basis to dismiss a chapter 7 case for cause under section 707a E. holding that a bad faith claim is a tort

assistant: The best answer is A. holding that although courts have inherent power to dismiss bad faith litigant 707a does not provide basis for dismissal on grounds of bad faith filing
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: because there is a questio 68, 492 N.Y.S.2d 921 (1985) (the fact that recipient has parted with the money is an insufficient excuse to forgive repayment); 70 Am.Jur.2d Payment § 114(c) (1987) (no defense where money has been paid to another or spent). 6 . See Pilot Life, 208 S.C. at 14, 36 S.E.2d at 863 (noting that repayment would be just provided there had been no change in position); 70 Am.Jur.2d Payment § 114(c) (1987) (“In general, where a payee has suffered a detriment or has materially and irrevocably changed his position to his prejudice in reliance on the payment and cannot be placed in the statu[s] quo, the payment cannot be recovered....”). 7 . 70 Am Jur.2d Payment § 114(c) (1987). 8 . Castock, 492 N.Y.S.2d 921. 9 . Cf. Brabham v. Crosland, 25 S.C. 525, 1 S.E. 33 (1886) (<HOLDING>). 10 . SSI Medical Services v. Cox, 301 S.C. Options: A. holding the real estate sale proceeds B. holding that in an agreement of sale in which time was of the essence and tender of deeds and of purchase money were expressly waived waiver of time is of the essence of the agreement would not result from a failure to tender because the parties had agreed that neither tender of deed nor tender of purchase money was required to put the other in default C. holding that plaintiff was entitled to sue under rule 10b5 for the difference between the price and the value received from the sale of the security where as here the evil is not the price at which plaintiff bought but the fact of being induced to buy D. holding that where the will did not provide the life tenant with the power to sell and it was not necessary to sell the property for the payment of estate expenses the life tenant was not entitled to the proceeds from the sale of the property instead the proceeds became a part of the residuary estate E. holding that where guardian received proceeds from the sale of real estate in confederate currency but it had not been paid over the ward assumed the risk in the loss of value as the currency was legal tender at the time it was received and the guardian was not responsible for the devaluation

assistant: The best answer is E. holding that where guardian received proceeds from the sale of real estate in confederate currency but it had not been paid over the ward assumed the risk in the loss of value as the currency was legal tender at the time it was received and the guardian was not responsible for the devaluation
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: required the government to prove predisposition consistent with Jacobson. That the instructions given were reconcilable with Jacobson in this manner reaffirms the Supreme Court’s observation that Jacobson does not constitute “an innovation in entrapment law,” — U.S. at - n. 2, 112 S.Ct. at 1541 n. 2, and supports a finding that the district court’s instructions did not result in plain error. Second, Williams has made only a minimal showing of inducement. He argues that Richardson’s generosity left him with a sense of obligation to him that induced him to sell crack. We have rejected claims of entrapment based on similarly implausible theories of inducement. See United States v. Citro, 842 F.2d 1149, 1152 (9th Cir.), cert. denied, 488 U.S. 866, 109 S.Ct. 170, 102 L.Ed.2d 140 (1988) (<HOLDING>). Third, contrary to Williams’ argument on Options: A. holding that the juvenile defendants who voluntarily left their homes in the middle of night to ride to the police department in patrol cars and who were told they were not under arrest were not in custody B. holding that defendants who were treated to expensive dinners and offered money were not adequately induced to show that they were not predisposed C. holding that defendants were not in control and therefore were not supervisors and not subject to liability under 1983 D. holding that the plaintiffs were not entitled to present testimony that they were induced to enter an automobile lease by promises that they could disregard terms of the lease E. holding exhibits deemed admitted into evidence where they were treated below without objection as if they were admitted

assistant: The best answer is B. holding that defendants who were treated to expensive dinners and offered money were not adequately induced to show that they were not predisposed
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 instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the issuance of Units to the Investor pursuant to Section 1(a) or Section 1(b)(ii); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b)(i) or Section 1(c).

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: Clause and is constitutional in this regard. III. CONCLUSION For the reasons stated, the Act remains constitutional in light of the Supreme Court’s rulings in Jones, Apprendi and Ring. Accordingly, it is hereby ORDERED that Defendant’s Motion to Dismiss the Government’s Notice of Intent to Seek the Death Penalty, or, in the Alternative to Strike Aggravating Factors, Defendant’s Supplemental Motion to Dismiss, and Defendant’s Motion to Strike “Notice of Special Findings” from Superseding Indictment and Motion to Bar Government from ing "[ojther than the fact of a prior conviction, any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury, and proved beyond a reasonable doubt.”); Jones, 526 U.S. at 243 n. 6, 119 S.Ct. 1215 (<HOLDING>). 3 . See e.g., Ring, 122 S.Ct. at 2445 Options: A. holding any fact other than a prior conviction that increases the maximum penalty beyond the prescribed statutory maximum must be submitted to the jury and proved beyond a reasonable doubt B. holding under the due process clause of the fifth amendment and the notice and jury trial guarantees of the sixth amendment any fact other than prior conviction that increases the maximum penalty for a crime must be charged in an indictment submitted to a jury and proven beyond a reasonable doubt C. holding that any fact other than fact of prior convictions which increases the penalty for a crime beyond the statutory maximum must be submitted to a jury and proven beyond a reasonable doubt D. holding that any fact that increases the maximum penalty for a crime must be charged in an indictment submitted to a jury and proven beyond reasonable doubt E. holding that other than the fact of a prior conviction any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury and proved beyond a reasonable doubt

assistant: The best answer is B. holding under the due process clause of the fifth amendment and the notice and jury trial guarantees of the sixth amendment any fact other than prior conviction that increases the maximum penalty for a crime must be charged in an indictment submitted to a jury and proven beyond a reasonable 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: In her capacity as an Executive Vice President of the Company, the Employee shall have such responsibilities and shall render such services as shall be assigned to her from time to time by the Chief Executive Officer of the Company, which shall be consistent with the responsibilities of similarly situated executives of comparable companies in similar lines of business. The Employee’s duties may, from time to time, be changed or modified at the discretion of the 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: Each Loan Party has (a) not entered into the transaction contemplated by this Agreement nor executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the Loans, each Loan Party is Solvent. No petition in bankruptcy has been filed against any Loan Party in the last seven (7) years, and no Loan Party in the last seven (7) years has made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person’s assets or property, and to the actual knowledge of any Loan Party, no Person is contemplating the filing of any such petition against any Loan Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: purposes of the OTCA, a “tort” is “the breach of a legal duty that is imposed by law, other than a duty arising from contract or quasi-contract, * * * which results in injury to a specific person or persons for which the law provides a civil right of action for damages or for a protective remedy.” ORS 30.260(8) .... [The duty to refrain from unlawful employment practices] is a “legal duty that is imposed by law, other than a duty arising from contract or quasi-contract” within the meaning of ORS 30.260(8).... Accordingly, the unlawful employment practice that was the basis for this action constituted a “tort” within the meaning of the OTCA, and plaintiffs action was therefore subject to the provisions of the OTCA. Cf Urban Renewal Agency v. Lackey, 275 Or. 35, 38, 549 P.2d 657 (1976) (<HOLDING>). Id. The statute at issue here, Or.Rev.Stat. § Options: A. holding that there must be a tort distinguishable from or independent of the breach of contract in order for a party to bring a valid claim in tort based on a breach in a contractual relationship B. holding that a state agencys breach of its statutory duty to assist individuals in reestablishing their business was a tort within the meaning of the otca C. holding that a state is not a person within the meaning of 1983 D. holding that the failure to act in good faith does not amount to an independent tort the breach of the implied duty under the ucc gives rise only to a cause of action for breach of contract E. holding that the word tort is not technically construed and hence a fathers breach of the statutory duty to pay child support for his illegitimate child constitutes a tortious act within the meaning of the statute

assistant: The best answer is B. holding that a state agencys breach of its statutory duty to assist individuals in reestablishing their business was a tort within the meaning of the otca
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 addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On each Borrowing Date, other than as set forth on Schedule 6.09, there shall be no actions, suits or proceedings (governmental or private) pending or, to the Parent or the Borrower’s knowledge, threatened (i) with respect to this Agreement or any other Credit Document or (ii) which has had, or, if adversely determined, could reasonably be expected to have, a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Each Grantor hereby covenants and agrees that with respect to any Letter of Credit Rights pertaining to letters of credit described in clause (a)(ii) above hereafter arising it shall promptly and in no event later than thirty (30) days of its obtaining rights in such Letter of Credit Rights use its commercially reasonable efforts to obtain the consent of the issuer thereof to the assignment of the proceeds of such letter of credit to the Revolving Collateral Agent and shall deliver to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Buyer and the Company contained in Sections 3 and 4 , respectively, and the agreements and covenants set forth in Sections 5, 6 and 9 shall survive the Closing.

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: As such [t]he rules applicable to the construction of written contracts in general are to be applied in construing a post-nuptial agreement. Such a contract must be considered as a whole, and from such examination the intent of the parties must be gathered. Such construction should be given the agreement, if possible, as will render all of its clauses harmonious, so as to carry into effect the actual purpose and intent of the parties as derived therefrom. Roberts v. Roberts, 381 So.2d 1333, 1335 (Miss.1980). Property settlement agreements are contractual obligations arising on the date of final judgment of divorce and may be specifically enforced by a chancellor if such action is necessary to effectuate the terms of the agreement. See Mount v. Mount, 624 So.2d 1001, 1005 (Miss.1993) (<HOLDING>); Jones v. Jones, 532 So.2d 574, 580 Options: A. holding property settlement to be contractual obligation from date of final judgment of divorce B. holding that as with a promissory note when the final payment was made on a support judgment the obligation was discharged and after that date husband had no obligation that could support a modification C. recognizing a divorce decree which incorporates a property settlement agreement is a final and conclusive adjudication D. holding that an order pending divorce is not a final judgment that creates a right of appeal E. holding that the trial court had authority to enforce a marital property settlement agreement that had not been incorporated into the parties final divorce decree

assistant: The best answer is A. holding property settlement to be contractual obligation from date of final judgment of divorce
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parent will not, and will not permit any other Credit Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than transactions among or between Credit Parties) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided , that the foregoing restrictions shall not apply to (a) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Parent (or any direct or indirect parent thereof) and its Subsidiaries and their respective directors, officers, employees or consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors or consultants and equity option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of the Parent; (b) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Parent and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of, or in connection with any services provided to or by, the Parent and the other Credit Parties, (c) transactions pursuant to agreements in existence on the Effective Date and set forth on Schedule ‎9.13 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (d) any Debt otherwise permitted by ‎ Section 9.02 , Investments otherwise permitted by ‎ Section 9.05 , Restricted Payments, redemptions, repurchases and other actions permitted under ‎ Section 9.04 , (e) any issuance of Equity Interests or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of Directors of the Parent, and (f) payments by or to the Parent and the other Credit Parties pursuant to Tax payment arrangements among the Parent and its Subsidiaries on customary terms; provided , that payments by Parent and the other Credit Parties under any such Tax payment arrangements shall not exceed the excess (if any) of the amount they would have paid on a standalone basis over the amount they actually pay directly to Governmental Authorities.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 364 U.S. 661 81 S.Ct. 390 5 L.Ed.2d 362 Vernon KIMBROUGH, petitioner,v.UNITED STATES. No. 128. Supreme Court of the United States January 16, 1961 Rehearing Denied Feb. 20, 1961. See 365 U.S. 825, 81 S.Ct. 688. Mr. Edward L. Barrett, Jr., Oakland, Cal., for petitioner. Mr. Bruce J. Terris, Washington, D.C., for respondent. On Writ of Certiorari to the United States Court of Appeals for the Sixth Circuit. PER CURIAM. 1 We brought this case here to consider whether cumulative sentences can validly be imposed upon conviction under the National Motor Vehicle Theft Act, 18 U.S.C.A. §§ 10, 2311-2313, for transporting a stolen automobile in interstate commerce and for receiving, concealing, and storing the same automobile, in a continuing criminal transaction. After oral argument and a more thorough consideration of the record than was afforded when the petition for certiorari was granted, we have concluded that this question is not presented with sufficient clarity in this case. Accordingly, the writ is dismissed.

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: No advertisement or public announcement of the existence of this Agreement or the relationship created hereby may be made by either Party, unless such Party is required by law to do so, or the Parties mutually agree to do so. In such event, the text of any proposed announcement should be first submitted in writing in accordance with Exhibit B (Vendor contact information).

assistant: Publicity
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 Second Lien Agent, on behalf of itself and each applicable Second Priority Secured Party, and each applicable First Lien Agent, on behalf of itself and each First Lien Lender, agrees that each of them shall take such further action and shall execute and deliver to each other First Lien Agent and the First Lien Lenders such additional documents and instruments (in recordable form, if requested) as each other First Lien Agent or the First Lien Lenders may reasonably request, at the expense of the Grantors, to effectuate the terms of and the lien priorities contemplated by this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: we dismiss the petition with respect to this claim. We have jurisdiction under 8 U.S.C. § 1252 over petitioner’s remaining claims. We review for substantial evidence, INS v. Elias-Zacarias, 502 U.S. 478, 481, 112 S.Ct. 812, 117 L.Ed.2d 38 (1992), and we deny the claims. Substantial evidence supports the IJ’s and BIA’s decision that petitioner failed to show that the government was unable or unwilling to control the Hindu fundamentalists who stoned her home. See Singh v. INS, 134 F.3d 962, 968 (9th Cir.1998). Because the police responded to petitioner’s request for help, came to her home and asked questions regarding the incidents, and later told her that they were looking into the matter, she fails to show that the government was unable or unwilling to control her perpetrators. See id. (<HOLDING>). Because petitioner failed to establish Options: A. holding that appellants fourteenth amendment due process claim did not require reversal where they failed to show that they were prejudiced B. holding district court order of restitution failed for lack of proof when government failed to meet burden C. holding that a remand should be limited to cases in which further action must be taken by the district court or in which the appellate court has no way open to it to affirm or reverse the district courts action under review D. holding alien failed to show the government was unable or unwilling to control the attackers where police came to aliens location when they were called and no further action was taken which could have been due to a lack of suspects E. holding that the applicant had not demonstrated the government was unable or unwilling to control the perpetrators where he contended that the police failed to investigate his reports but admitted that he did not give the police the names of any suspects because he did not know any specific names and his wife testified that the police investigated the complaints but were ultimately unable to solve the crimes

assistant: The best answer is D. holding alien failed to show the government was unable or unwilling to control the attackers where police came to aliens location when they were called and no further action was taken which could have been due to a lack of suspects
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has furnished to Agent: (a) the Consolidated balance sheet of REIT and its Subsidiaries as of the Balance Sheet Date and the related Consolidated statement of income and cash flow for the two (2) calendar quarter period most recently ended certified by the chief financial or accounting officer (or other officer reasonably acceptable to Agent) of REIT, (b) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties included in the calculation of Unencumbered Asset Value for the period ending September 30, 2016, reasonably satisfactory in form to the Agent and certified by the chief financial officer, chief accounting officer or other accounting officer reasonably approved by Agent of REIT as fairly presenting, in all material respects, the Net Operating Income for such parcels for such periods, and (c) certain other financial information relating to Borrower, Guarantors and the assets included in the calculation of Unencumbered Asset Value. Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles (except as disclosed therein and approved by Agent in its reasonable discretion) and fairly present, in all material respects, the Consolidated financial condition of REIT and its Subsidiaries as of such dates and the Consolidated results of the operations of REIT and its Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of REIT or any of its Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto (other than liabilities permitted under this Agreement incurred after the date of said financial statements or as otherwise disclosed in writing to Agent).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: agreed not to introduce the testimony of DeFoy, a jailhouse informant who claimed that Pursell admitted to the killing. Today, Pursell claims that Krahe’s testimony violated his rights under the Fifth Amendment, and that his defense counsel was ineffective when he abandoned the motion for a mistrial. The Pennsylvania Supreme Court addressed the merits of the ineffectiveness claim, and I will apply AEDPA’s deferential standard of review to that claim. 28 U.S.C. § 2254(d)(1). In all other respects, my review is de novo. There is little question that Krahe’s statement about Pursell’s prior record violated the Fifth Amendment. Indeed, any statements made by Pursell after he invoked his rights to counsel and silence were inadmissible under Miranda. Miranda, 384 U.S. at 473-75, 86 S.Ct. 1602 (<HOLDING>); Edwards v. Arizona, 451 U.S. 477, 484-85, 101 Options: A. holding that once miranda warnings have been given if the individual indicates in any manner that he wishes to remain silent the interrogation must cease any statement taken after the person invokes his privilege cannot be other than the product of compulsion subtle or otherwise B. holding that the interrogation must cease once the suspect invokes his miranda right to counsel C. holding that if a suspect indicates in any manner and at any stage of the process that he wishes to consult with an attorney before speaking there can be no questioning D. holding that a statement given after miranda warnings have been administered may be inadmissable when police have elicited a previous unwarned statement during a custodial interrogation E. holding state did not impermissibly comment on defendants right to remain silent when it crossexamined him on the inconsistency of his testimony with the prior statement he made to the arresting officer after being given the miranda warnings

assistant: The best answer is A. holding that once miranda warnings have been given if the individual indicates in any manner that he wishes to remain silent the interrogation must cease any statement taken after the person invokes his privilege cannot be other than the product of compulsion subtle or otherwise
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: as “appointive officers,” plaintiff did not have a liberty or property interest in his employment that implicated procedural due process. See Armer v. City of Salem, 861 F.2d 514, 515-16 (8th Cir.1988); State ex rel. Lupo v. City of Wentzville, 886 S.W.2d 727, 730-31 (Mo.Ct.App.1994). Last, to the extent that plaintiff is alleging that his right to privacy or association was violated because the conversations of plaintiffs wife and daughter were recorded, the uncontroverted evidence establishes that the conversations were taped by George, who was not employed by the city and was not acting at the direction of anyone. Therefore, plaintiffs claim must fail. See Tyler v. Berodt, 877 F.2d 705, 706-07 (8th Cir.1989), cert. denied, 493 U.S. 1022, 110 S.Ct. 723, 107 L.Ed.2d 743 (1990) (<HOLDING>); State v. King, 873 S.W.2d 905, 909 Options: A. holding that telephone conversations and meetings were overt acts in furtherance of a drug conspiracy B. holding that telephone users have no expectation of privacy in dialed telephone numbers because they voluntarily expose such information to the service provider C. holding that an individuals reasonable expectation of privacy in the content of email communications is not vitiated by an understanding that the thirdparty service provider will maintain independent access to them noting that electronic communication is as important to fourth amendment principles today as protecting telephone conversations has been in the past D. holding that individuals could not maintain action against private citizens and law enforcement officers who intercepted individuals cordless telephone conversations as users of cordless telephone did not have justifiable expectation of privacy for their conversations E. holding that individuals have no expectation of privacy in their license registration or insurance documents and citing outofstate cases that have held that individuals do not have a privacy interest in their registration records

assistant: The best answer is D. holding that individuals could not maintain action against private citizens and law enforcement officers who intercepted individuals cordless telephone conversations as users of cordless telephone did not have justifiable expectation of privacy for their conversations
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: AIT Therapeutics shall own all AIT Therapeutics Patents and Improvements and all intellectual property rights therein, including any rights to applications and or other protections for any of the foregoing. Circassia agrees to assign and hereby assigns and transfers to AIT Therapeutics all of Circassia’s right, title and interest in and to any Improvements (whether invented solely by or on behalf of Circassia, or jointly by Circassia and AIT Therapeutics), and agrees to take, and to cause its employees, agents, and consultants to take, all further acts reasonably required to evidence such assignment and transfer to AIT Therapeutics, at AIT Therapeutics’ reasonable expense. Circassia hereby appoints AIT Therapeutics as its attorney-in-fact to sign such documents as AIT Therapeutics deems necessary for AIT Therapeutics to obtain ownership and to apply for, secure, and maintain patent or other proprietary protection of such Improvements if AIT Therapeutics is unable, after reasonable inquiry, to obtain Circassia’s (or its employee’s or agent’s) signature on such a document. Circassia hereby waives, on behalf of itself, its parent, subsidiaries, Affiliates and partners as well as all of its employees and independent contractors, any rights of first refusal it, he, or she may have with respect to any contemplated technology transfer, in whole or in part, of the Improvements or any related patent, patent application, related thereto as well as any right accorded to it, him, or her, by statute or otherwise, to use any Improvements or any Patent or copyright related thereto. Each Party shall own all right, title, and interest in and to any inventions that do not constitute Improvements but which are made solely by such Party’s employees, agents, and independent contractors in the course of conducting its activities under this Agreement during the Term, together with all intellectual property rights therein, including any rights to applications or other protections for any of the foregoing. The Parties shall jointly own all inventions that do not constitute Improvements but which are made jointly by the employees, agents, independent contractors or sublicensees of both Parties, in accordance with joint ownership interests of co-inventors under U.S. patent laws. Subject to the provisions of Section 2.4 (Exclusivity), each Party shall have full rights to license, assign and exploit such joint inventions (and any patents arising therefrom) anywhere in the world, without any requirement of gaining the consent of, or accounting to, the other 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: it may ‘skew[] the fairness of the entire system.’ ” Oriedo, 498 F.3d at 600 (quoting Doggett, 505 U.S. at 654, 112 S.Ct. 2686). In this case, the delay did not cause Ashburn any pretrial incarceration because Ashburn was already in prison for another offense. Thus, while Ashburn argues on appeal that “[w]here a defendant is incarcerated during delay, like Mr. Ash-burn, ‘he is hindered in his ability to gather evidence, contact witnesses, or otherwise prepare his defense,’ ” it was not the delay which caused this prejudice. Ash-burn also does not claim any actual prejudice to his defense. In fact, the government claims that the delay, if anything, harmed its case because one of the witnesses (an individual who had found the body), died prior to trial. Ashburn, though, h Cir.2013) (<HOLDING>). Because Ashburn was not denied his Sixth Options: A. holding the defendant did not demonstrate a denial of his sixth amendment right to a speedy trial where even though the delay was substantial and the defendant was detained pretrial for three years the fault for the delay was shared and the defendant continued to request continuances following his assertion for the right to a speedy trial B. holding that the constitutional right to a speedy trial includes the right to a reasonably prompt sentencing C. holding that trial courts limited findings were insufficient to allow determination of whether trial court abused its discretion in denying defendants motion to dismiss his indictment on constitutional speedy trial grounds D. holding that delay resulting from prior incompetence to stand trial does not violate speedy trial guarantee E. holding that a 19month delay between indictment and trial did not violate the constitutional right to a speedy trial

assistant: The best answer is E. holding that a 19month delay between indictment and trial did not violate the constitutional right to a speedy trial
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 action to be known as “civil action”[,]’ the statute authorizing foreclosures by action compelled such suits to be brought in equity”) (some brackets added and some in original); Bank of Hawaii v. Davis Radio Sales and Service, Inc., 6 Haw.App. 469, 480-81, 727 P.2d 419, 427 (1986). A complaint in equity is an appeal to the exercise of the equity court’s sound discretion, Fleming v. Napili Kai, Ltd., 50 Haw. 66, 430 P.2d 316 (1967). Equity jurisprudence is not bound by strict rules of law, but can mold its decree “to do justice,” id.,' and a court of equity, once having assumed jurisdiction, may retain the case to afford complete relief. Tugaeff v. Tugaeff, 42 Haw. 455 (1958). Id. at 481, 727 P.2d at 427. See also Forte v. Nolfi, 25 Cal.App.3d 656, 692, 102 Cal.Rptr. 455, 479 (1972) (<HOLDING>). Accordingly, the circuit court had the power Options: A. holding that mers is capable of being a valid beneficiary of a deed of trust and that while entitlement to enforce both the deed of trust and the promissory note is required to foreclose nothing requires those documents to be unified from the point of inception of the loan B. holding that a promissory note is not enforceable against a party who signed the deed of trust but did not sign the promissory note inasmuch as promissory notes and deeds of trust are separate legal documents with unique purposes C. holding that while nondebtor purchase money deed of trust can be described as part of the same transaction by which the buyer acquired debtors real property that does not elevate the deed of trust to status of something under a plan confirmed D. holding that when note and deed of trust were null and void and of no legal effect because of forgery assignee of note and deed of trust nevertheless had equitable lien upon property for value of construction work for which note and deed of trust were given E. holding that a beneficiary under a deed of trust was entitled to reformation of the grantors deed

assistant: The best answer is D. holding that when note and deed of trust were null and void and of no legal effect because of forgery assignee of note and deed of trust nevertheless had equitable lien upon property for value of construction work for which note and deed of trust were given
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: had exhausted his state-court remedies. Finally, because in its estimation Mr. Pace had not made a substantial showing of the denial of a constitutional right, the district court denied him a COA. II Mr. Pace requests a COA to appeal from the district court’s denial of his § 2254 petition. It is undisputed on appeal that Mr. Pace’s habeas petition was filed outside of the one-year limitations period for filing a petition for federal habeas relief, see 28 U.S.C. § 2244(d), enacted under the Antiterrorism and Effective Death Penalty Act of 1996 (“AEDPA”), Pub. L. No. 104-132, 110 Stat. 1214, but Mr. Pace avers that equitable tolling should apply to allow his petition to advance despite its untimeliness, see, e.g., Holland v. Florida, —U.S.-, 130 S.Ct. 2549, 2560,177 L.Ed.2d 130 (2010) (<HOLDING>). Absent our grant of a COA, we lack Options: A. holding that 2244d is subject to equitable tolling in appropriate cases B. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling C. holding statute of limitations period defined in 28 usc 2244d is subject to equitable tolling D. holding that the filing of a first federal habeas petition is not an application for other collateral review under the tolling provision of 2244d E. holding title vii subject to equitable tolling

assistant: The best answer is A. holding that 2244d is subject to equitable tolling in appropriate cases
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 notices required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered or sent by a recognized overnight courier service to Employee’s residence as last shown on Employer’s employment records, in the case of Employee, or to Kemper Corporate Services, Inc., Attn: Lisa M. King, Vice President, One East Wacker Drive, Suite 1000, Chicago, Illinois 60601, in the case of Employer.

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: Any amendment or modification to this Agreement shall be effective if and only if such amendment is evidenced by a written instrument duly executed and delivered by HC2 and such other Member or Members, if any, as required pursuant to Section 4.1, and shall be effective from and after such execution and delivery.

assistant: Amendments