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: of imprisonment. On appeal, Garcia alleges that he was sentenced in violation of the Sixth Amendment, citing Blakely v. Washington, 542 U.S. 296, 124 S.Ct. 2581, 159 L.Ed.2d 403 (2004). The Blakely opinion has been extended to the Federal Sentencing Guidelines in United States v. Booker, 543 U.S. 220, 125 S.Ct. 738, 160 L.Ed.2d 621 (2005). For the reasons that follow, we affirm. Garcia contends that his sentence was improperly enhanced four levels for possessing the gun in connection with another felony under U.S. Sentencing Guidelines Manual § 2K2.1(b)(5) (2003). Garcia, however, has not suffered a Sixth Amendment violation because he was sentenced within the range allowable without the enhancement in question. See United States v. Evans, 416 F.3d 298, 300-01 & n. 4 (4th Cir.2005) (<HOLDING>). This is because Garcia admitted to the Options: A. holding that if sentence does not exceed maximum authorized by facts admitted by defendant or found by jury there is no sixth amendment violation B. holding that where the defendants sentence does not exceed the statutory maximum and the district court applies the guidelines as advisory the district court does not err by enhancing the defendants sentence based on facts not charged in the indictment or admitted by him C. holding that there is no sixth amendment right to jury sentencing D. holding facts elevating a sentence beyond the statutory maximum must be found by a jury E. holding that judge found sentence enhancements mandatorily imposed under the guidelines that result in a sentence greater than that authorized by the jury verdict or facts admitted by the defendant violate the sixth amendments guarantee of the right to trial by jury

assistant: The best answer is A. holding that if sentence does not exceed maximum authorized by facts admitted by defendant or found by jury there is no sixth amendment violation
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 Buyer and each holder of the Shares shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

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: requires courts to analyze whether convenient and suitable access exists between the public roadway and the private parcel, or between some commercially useful location within the property and the point on the perimeter connecting the property to the public roadway. Whether there is reasonably convenient and suitable access to a parcel does not depend on whether the landowner prefers a different point of access. Grossman, 571 N.W.2d at 51. It is generally true that we consider the commercial use the complaining property owner wishes to make of the parcel when evaluating whether reasonably convenient and suitable access exists. See, e.g., Johnson, 263 N.W.2d at 607. (considering the commercial use of a bus company); County of Anoka v. Esmailzadeh, 498 N.W.2d 58, 61-62 (Minn.App.1993) (<HOLDING>), review denied (Minn. May 28, 1993). But these Options: A. holding that the district court erred in failing to consider all of the employers proffered evidence of legitimate business reasons for the plaintiffs termination B. holding the district court erred when it did not consider the disruption of business caused by a roadway modification that may have interfered with large vehicles accessing the property C. holding that the district court erred when it relied on the governments representation that the property sought by the defendant had been destroyed because the government did not submit any evidence of the propertys destruction D. holding that the district court erred when it failed to consider the presumption of irreparable harm E. holding circuit courts injunction interfered with the general operations of the agency

assistant: The best answer is B. holding the district court erred when it did not consider the disruption of business caused by a roadway modification that may have interfered with large vehicles accessing the 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: 203, 216, 85 S.Ct. 398, 13 L.Ed.2d 233 (1964) (“The Board’s power [to order remedies] is a broad discretionary one, subject to limited judicial review.”); McKinney ex rel. N.L.R.B. v. Southern Bakeries, LLC, 786 F.3d 1119, 1125 (8th Cir. 2015) (noting the NLRB’s broad remedial powers to remedy employer violations in the shape of unfair labor practices); Medallion Kitchens, Inc. v. NLRB, 811 F.2d 456, 460 (8th Cir. 1987) (observing that the NLRA affords “the Board broad .latitude in fashioning remedies for unfair labor practices”). To illustrate further, should an employer commit misconduct while she is at the bargaining table, so to speak, the NLRB may mandate the employer to reimburse the corresponding labor organization for bargaining expenses. See HTH Corp., 361 NLRB No. 65 (2014) (<HOLDING>). With respect to labor schedules and other Options: A. holding there was no jury trial right where court ordered reinstatement and back pay to teachers fired after desegregation order in discrimination case back pay is equitable B. recognizing nlrbs power to order reinstatement front pay back pay wideranging ceaseanddesist orders furnishing the union with relevant information and noticereading requirement among other remedies C. holding that back pay may be awarded to the date of judgment D. holding that an award of back pay is an issue for the court E. holding in an adea case that when after acquired evidence of employee wrongdoing cut off accrual of back pay reinstatement or the award of front pay was inappropriate

assistant: The best answer is B. recognizing nlrbs power to order reinstatement front pay back pay wideranging ceaseanddesist orders furnishing the union with relevant information and noticereading requirement among other 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: The Borrowers will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its direct or indirect wholly-owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.06 .

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 case excerpt and choose the best holding from the options. Case excerpt: is afforded virtually unlimited latitude in this regard as long as the argument is supported by the evidence and made in good faith. Porter v. State, 832 S.W.2d 383, 386 (Tex.App.-Houston [1st Dist.] 1992, no pet.). The record here reflects that, in fact, after a series of questions by the prosecutor Officer Hatton was asked, “Okay. So Tanoah indicated that her daddy had cut her mom’s neck and that her daddy had cut his own wrist?” And Officer Hatton responded, “That’s correct.” Detective Graham also opined that Davis’s neck wound was self-inflicted. Thus, the State’s argument quoted above was a reasonable deduction from the evidence and did not interject any new or harmful facts into the record. Accord Arnold v. State, 234 S.W.3d 664, 674 (Tex.App.-Houston [14 Dist.] 2007, no pet.) (<HOLDING>); DeLarue v. State, 102 S.W.3d 388, 406 Options: A. holding the states argument that the best way to protect the community was to give the defendant substantial time in prison was a proper plea for law enforcement B. holding states argument was proper deduction from evidence C. holding that the appellant waived an argument listed only in his summary of the argument D. holding that admission of rule 404b evidence was proper E. holding that argument raised at oral argument that was not included in brief is waived

assistant: The best answer is B. holding states argument was proper deduction from 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 legal provision and list the applicable contract clause categories. Provision: Except for disputes regarding obligations that admit, forthwith, judicial execution, the Parties undertake to endeavor best efforts to amicably resolve by mutual negotiation any disputes arising from or related to this Agreement and/or its Exhibits/Schedules and/or related thereto, including but not limited to any issues relating to the existence, validity, effectiveness, termination or contractual performance (“ Dispute ”). In case such mutual agreement is not reached, any Dispute will be referred to and exclusively and finally settled by binding arbitration according to the rules (“ Arbitration Rules ”) of the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“ Arbitration Chamber ”), which rules are deemed to be incorporated by reference to this Agreement, except as such Arbitration Rules may be modified herein or by mutual agreement by the Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Keep all material property necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with reputable insurance companies that are financially sound at the time such insurance is purchased insurance on all its property in at least such amounts and against at least such risks as are customarily insured against in the same general area by companies engaged in the same or a similar business; provided , however , that the Borrower and its Subsidiaries may self-insure to the extent consistent with prudent business practice.

assistant: Insurances
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 and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware to the extent applicable, and to the extent the General Corporation Law of the State of Delaware is not applicable, the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

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 case excerpt and choose the best holding from the options. Case excerpt: and injustice warrant the setting aside of an arbitration award.” Id. When a non-prevailing party seeks to vacate an arbitration award, it bears the burden in the trial court of bringing forth a complete record that establishes its basis for vacating the award. Anzilotti, 899 S.W.2d at 266; GJR Mgmt. Holdings, L.P., 126 S.W.3d at 263-64 (citing Kline v. O’Quinn, 874 S.W.2d 776, 790 (Tex.App.-Houston [14th Dist.] 1994, writ denied) (op. on reh’g)). When there is no transcript of the arbitration hearing, the appellate court will presume the evidence was adequate to support the award. Jamison & Harris v. Nat’l Loan Investors, 939 S.W.2d 735, 737 (Tex.App.-Houston [14th Dist.] 1997, writ denied); House Grain v. Obst, 659 S.W.2d 903, 906 (Tex.App.-Corpus Christi 1983, writ ref'd n.r.e.) (<HOLDING>). Many Texas courts have held that without a Options: A. holding that arbitration award is binding on the parties B. holding merely that the evidence was sufficient to support the award of attorneys fees C. holding that the party seeking to vacate the award has the burden of providing the court with the evidence to support its arguments D. holding the appellate court must presume adequate evidence to support the award when appellant sought to vacate the award based on gross mistake with no transcript of the arbitration proceedings E. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award

assistant: The best answer is D. holding the appellate court must presume adequate evidence to support the award when appellant sought to vacate the award based on gross mistake with no transcript of the arbitration proceedings
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 event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per Share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Unit Award shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

assistant: Adjustments
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 “disposal” is “clear,” 3550 Stevens Creek Assocs., 915 F.2d at 1362, whether the definition includes passive soil migration is an issue of first impression in this circuit. Other circuit courts have taken a variety of approaches. Those opinions cannot be shoehorned into the dichotomy of a classic circuit split. Rather, a careful reading of their holdings suggests a more nuanced range of views, depending in large part on the factual circumstances of the case. Compare United States v. 150 Acres of Land, 204 F.3d 698, 706 (6th Cir.2000) (concluding that absent “any evidence that there was human activity involved in whatever movement of hazardous substances occurred on the property,” there is no “disposal”), ABB Indus. Sys., Inc. v. Prime Tech., Inc., 120 F.3d 351, 359 (2d Cir.1997) (<HOLDING>), and United States v. CDMG Realty Co., 96 F.3d Options: A. holding that prior owners are not liable for the gradual spread of contamination underground B. holding past owners liable for the disposal of hazardous wastes that leaked from an underground storage tank C. holding that all property owners affected by a residential use permit are necessary parties D. holding that individual employees are not liable under title vii E. holding that subsequent property owners were bound by prior owners agreement to restrict building density and preserve certain portions of land as a condition of the original zoning approval

assistant: The best answer is A. holding that prior owners are not liable for the gradual spread of contamination underground
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: for us to reach this issue as we determine that the individual members' notes are not encompassed within the disclosure requirement. 7 . Accord Johnson v. Butterworth, 713 So.2d 985 (1998) (finding state attorney's outline of evidence, a proposed outline for trial, handwritten notes were not public records); Bryan v. Butterworth, 692 So.2d 878 (1997) (finding legal pads regarding Attorney General's impressions and strategy, sheets summarizing psychological reports prepared by paralegal for later use by AG, and annotated map prepared by AG were not “public records”). 8 .Few courts have considered the issue of whether personal notes of officials are public records, but the majority have adopted a similar position. See, e.g., Courier-Journal v. Jones, 895 S.W.2d 6 (Ky.App.1995) (<HOLDING>); In State, ex rel. Mothers Against Drunk Options: A. holding that provisions concerning joint custody and healthcare of the parties child were consistent with the signed notes B. recognizing that even entry into contract with citizen of state does not necessarily subject party to jurisdiction in state C. recognizing the school boards potential liability to several of its female students with whom the abusive teacher had daily contact D. holding that defendants were not in control and therefore were not supervisors and not subject to liability under 1983 E. holding governors daily appointment schedule with notes were not subject to state foia

assistant: The best answer is E. holding governors daily appointment schedule with notes were not subject to state foia
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 inure to the benefit of and be binding upon the Company and its successors and assigns. Entellus shall seek to have any Successor, by written agreement, assent to the fulfillment by such Successor of Entellus’ obligations under this Agreement. A Successor has no rights, authority or power with respect to this Agreement prior to a Change in Control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee acknowledges that, in his decision to enter into this Release, he has not relied on any representations, promises or arrangement of any kind, including oral statements by representatives of the Company, except as set forth in this Release. The Employee declares and represents that he intends this release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and the Employee intends the release herein to be final and complete. The Employee executes this Release with the full knowledge that this Release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately after giving effect to the consummation of the Transactions to occur on the Effective Date (including the making of each Loan made on such date), as of such date, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following such date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any of the Borrower’s Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any of the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any of the Borrower’s Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party or any of the Borrower’s Subsidiaries, except for the benefit of Administrative Agent on behalf of the Lenders as contemplated herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: committed one against the other, or except in a criminal prosecution against either the husband or the wife, or both, for a felony committed by either, or both, against the minor children of either the husband or the wife, but they may in all criminal cases be witnesses for each other, and shall be subject to cross-examination as other witnesses, and shall in no event on a criminal trial be permitted to disclose communications made by one to the other except on a trial of an offense committed by one against the other or except on a trial of a felony committed by one, or both, against the minor children of either the husband or the wife.") Prior to the adoption of the Code, § 702 made it clear that in all but a very narrow range of circumstances Ct. 1881, 1892, 44 L.Ed.2d 508 (1975) (<HOLDING>). 13 .The dissent contends the Court here Options: A. holding that the due process clause protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime with which he is charged B. holding that no person shall suffer the onus of a criminal conviction except upon sufficient proof defined as evidence necessary to convince a trier of fact beyond a reasonable doubt of the existence of every element of the offense C. holding due process clause requires the prosecution to prove beyond a reasonable doubt all of the elements included in the definition of the charged offense and new york law that requires the defendant in a second degree murder prosecution to prove by a preponderance of the evidence the affirmative defense of extreme emotional disturbance in order to reduce the crime to manslaughter when no element of the charged offense is presumed does not violate the due process clause D. holding state must prove every element of an offense beyond a reasonable doubt and a scheme that shifts the burden of proof to the defendant by presuming a fact upon proof of the other elements of the offense violates due process E. holding that the due process clause protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime charged

assistant: The best answer is D. holding state must prove every element of an offense beyond a reasonable doubt and a scheme that shifts the burden of proof to the defendant by presuming a fact upon proof of the other elements of the offense violates due process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that is not compensable under the IDEA. Defs.’ Opp’n at 15. They therefore contend that the total 7.93 hours billed for administrative work should be disallowed from the plaintiffs fee petition, reducing the overall attorney’s fees total by $1,204.94. Id. at 16. The plaintiff counters that these tasks were necessary, de minimis clerical functions that cannot be separated from clearly billable work. PL’s Mot. at 9-10. Pure clerical tasks are not reimbursable in an award of attorney’s fees. See Role Models, 353 F.3d at 973 (“purely clerical or secretarial tasks are not reimbursable at either attorney or paralegal rates”) (quoting Missouri v. Jenkins, 491 U.S. 274, 288 n. 10, 109 S.Ct. 2463, 105 L.Ed.2d 229 (1989)); Michigan v. Envtl. Prot. Agency, 254 F.3d 1087, 1095-96 (D.C.Cir.2001) (<HOLDING>). By contrast, certain de minimis clerical Options: A. holding that a mill and gin could be considered part of an exempt homestead if they were part of the exempt realty B. holding that purely clerical tasks are not reimbursable because they ought to be considered part of normal administrative overhead C. recognizing that the possibility that pennsylvania district attorneys could be considered state actors to the extent that they are enforcing state law and performing other purely prosecutorial duties D. recognizing that docket entries form no part of the record that may be considered on appeal because they are inherently unreliable E. holding that consequential damages are not to be considered

assistant: The best answer is B. holding that purely clerical tasks are not reimbursable because they ought to be considered part of normal administrative overhead
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: after an injury. Section 214(1)(E) establishes the level of benefits for employees whose post-injury employment lasts less than 100 weeks due to no fault of their own. That section provides: § 214. Determination of partial incapacity 1. Benefit Determination. While the incapacity is partial, the employer shall pay the injured employee benefits as follows. E. If the employee, after having been employed at any job following the injury for less than 100 weeks, loses the job through no fault of the employee, the employee is entitled to receive compensation based upon the employee’s wage at the original date of injury. 39-A M.R.S. § 214(1)(E) (emphasis added). [¶ 6] Tyson’s asserts that this provision should be read to prohibit an award of partial incapacity benefits when an em 74 (Me.1991) (<HOLDING>). [¶ 10] We have not had occasion since the Options: A. holding that the employers failure to interact with the employee does not preclude the employee from losing on summary judgment because the employee must still prove that a reasonable accommodation could have been made B. holding that employee was entitled to restoration of partial incapacity benefits despite having been fired for dishonesty citing cases in which the reason for termination is irrelevant if the employee sustained continued incapacity from a compensable injury C. holding that an atwill employee can be discharged for any reason or no reason unless employee is discharged for reasons that contravene a clear mandate of public policy D. holding that an employee who claims to have been terminated by her employer for having exercised her right to disability benefits raised a cognizable claim under 510 of erisa notwithstanding the fact that she received the benefits from her employer prior to termination E. holding that although the plaintiff was a problem employee and eventually may have been terminated for that reason the immediate cause of his termination was the osha report

assistant: The best answer is B. holding that employee was entitled to restoration of partial incapacity benefits despite having been fired for dishonesty citing cases in which the reason for termination is irrelevant if the employee sustained continued incapacity from a compensable injury
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 Credit Party and each Material Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority, except in each case of clauses (a) , (b) or (c) where the failure to have, comply or file would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Subordinated Debt and any and all Subordinated Debt Documents shall be and hereby are subordinated and the payment thereof is deferred until the full and final payment in cash of the Senior Debt, whether now or hereafter incurred or owed by the Borrowers. Notwithstanding the immediately preceding sentence, the Borrowers shall be permitted to pay, and the Subordinating Lender shall be permitted to receive, any regularly scheduled payment of interest or principal on the Subordinated Debt so long as at the time of such payment, or after giving effect thereto, no Default or Event of Default has occurred and is continuing under the Credit Agreement or would occur after giving effect thereto.

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 case excerpt and choose the best holding from the options. Case excerpt: to an agency board, a contractor may bring an action directly on the claim in the United States Court of Federal Claims, notwithstanding any contract provision, regulation, or rule of law to the contrary.”). Under the CDA, an aggrieved contractor must exhaust its administrative remedies by filing a claim with, and receiving a final decision from, the contracting officer before it has standing to assert a claim in the United States Court of Federal Claims. See 41 U.S.C. § 605(a), (b) (The “contracting officer’s decision on the claim shall be final and conclusive and not subject to review by any forum, tribunal, or Government agency, unless an appeal or suit is timely commenced as authorized by this chapter.”); see also England v. The Swanson Group, 353 F.3d 1375, 1379 (Fed.Cir.2004) (<HOLDING>). A “claim” is defined by the Federal Options: A. holding that when the contracting officer modified the contract to name the contractors bank as payee the contracting officers actions demonstrated an express agreement to pay the bank B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that the contracting officer effectively made a final decision on the government claim for set off by declining to pay the contractor the balance due on the contract D. holding that court had jurisdiction over common law counts related to fca claim even though not presented to contracting officer E. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision

assistant: The best answer is B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on 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 legal provision and list the applicable contract clause categories. Provision: In the event of any actual or threatened breach of the provisions of this Agreement or any separation and release agreement, the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a breach which is not susceptible to being cured, ten calendar days in which to cure. In the event of a breach of any provision of this Agreement or any separation and release agreement by Executive , (i) Executive shall reimburse Company : the full amount of any payments made under section 2(b)(i), (ii), or (iii) or section 3(b)(i) of this Agreement (as the case may be), (ii) Company shall have the right, in addition to and without waiving any other rights to monetary damages or other relief that may be available to Company at law or in equity, to immediately discontinue any remaining payments due under subparagraph 2(b)(i), (ii) or (iii) or subparagraph 3(b)(i) of this Agreement (as the case may be) including but not limited to any remaining Salary Portion of Severance payments, and (iii) the Severance Period or the CIC Severance Period (as the case may be) shall thereupon cease, provided that Executive’s obligations under, if applicable, any separation and release agreement shall continue in full force and effect in accordance with their terms for the entire duration of the Severance Period or CIC Severance Period as applicable. In addition, Executive acknowledges that Company will suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions of this Agreement or any separation and release agreement and agrees that in the event of an actual or threatened breach or violation of such provisions, in addition to the other remedies or rights available to under this Agreement or otherwise, Company shall be awarded injunctive relief in the federal or state courts located in North Carolina to prohibit any such violation or breach or threatened violation or breach, without necessity of posting any bond or security.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • involves the transmission of unsolicited mass mailings or other forms of spam ( `` spam '' ) , junk mail , chain letters , or similar , including through the spotify inbox ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 386 U.S. 776 87 S.Ct. 1478 18 L.Ed.2d 520 OSCAR GRUSS & SONv.UNITED STATES et al. No. 1060. Supreme Court of the United States May 8, 1967 Myron S. Isaacs, for appellant. Solicitor General Marshall, Assistant Attorney General Turner, Robert W. Ginnane and Jerome Nelson, for appellees United States and others. Hugh B. Cox and Henry P. Sailer, for appellees Pennsylvania R. Co. and others. Joseph Auerbach, for appellees Smith and others. PER CURIAM. 1 Appellant is a bondholder of the New York, New Haven & Hartford Railroad Company (the New Haven), which is now undergoing a reorganization under § 77 of the Bankruptcy Act, 11 U.S.C. § 205. On April 6, 1966, the Interstate Commerce Commission directed inclusion of the New Haven in the merger of the New York Central Railroad Company and the Pennsylvania Railroad Company as soon as terms and conditions could be settled, but approved the Penn-Central merger and authorized its consummation prior to such inclusion. Appellant then petitioned the Commission to reconsider this order. The Commission allowed appellant to intervene but denied the petition to reconsider, and appellant then challenged the Commission's order of April 6 in the District Court, which dismissed the complaint on the ground, among others, that appellant lacked standing to attack the Penn-Central merger. Since that time this Court has reviewed other aspects of the Commission's order approving the merger and has directed a remand to the Commission for further proceedings. Baltimore & Ohio R. Co. v. United States, 386 U.S. 372, 87 S.Ct. 1100, 18 L.Ed.2d 159. Since the order which appellant's suit attacked is now subject to further consideration by the Commission and since proceedings to achieve inclusion of the New Haven are also under way before the Commission, it appears inappropriate to review the decision of the District Court at this time. Rather, we vacate the order of the District Court and remand the case to that court. Should appellant still be dissatisfied with the ultimate order of the Commission in the merger proceedings, it may attempt a fresh challenge in the District Court. It is so ordered.

assistant: 8
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 agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents in connection with the preparation of this Agreement and the other Credit Documents and , each Equipment Supplier Disbursement Certificate, and the documents effecting the Restructuring, or by the Agents in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and incurred during any workout, restructuring or negotiations in respect thereof ) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by any Lender Party in connection with the enforcement or protection of their rights in connection with this Agreement and the other Credit Documents and , the Equipment Supplier Disbursement Certificates , in connection with the Term Loans made hereunder or documents effecting the Restructuring , including the reasonable fees, charges and disbursements of (a) Latham & Watkins Sidley Austin LLP (counsel for Administrative Agent, Hermes Agent and the Lenders) and (b) to the extent consistent with the internal policies of any Lender, a single legal counsel to each such Lender, reasonable fees, charges and disbursements of the Independent Consultants (pursuant to agreements reasonably acceptable to Borrower, provided that no such acceptance shall be required at any time an Event of Default shall have occurred and be continuing) and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for any Lender Party (but no more than one such counsel for each Lender).

assistant: Expenses
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: likewise , except as set forth above , in any additional terms , or as required by applicable law , linden lab is not responsible for repairing , replacing or restoring access to your usage subscription , or virtual goods and services ( including any virtual space or other virtual tender associated with each product , as further described in an applicable product policy ) , or providing you with any credit or refund or any other sum , in the event of : ( a ) linden lab 's change , suspension or termination of any usage subscription or virtual goods and services ( including any virtual space or other virtual tender associated with each product , as further described in an applicable product policy ) ; or ( b ) for loss or damage due to website or server error , or any other reason .

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: As at the end of, and for, the date hereof, the aggregate amounts accrued in accordance with GAAP with respect to actions, suits or proceedings, and actions, suits or proceedings threatened against any Seller, with respect to which there is a reasonable likelihood of an adverse determination is less than $10,000,000 with respect to Seller.

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: The Transferor and each of its ERISA Affiliates is in compliance in all material respects with ERISA and no ERISA lien exists on any of the Receivables. The Transferor is not aware of any judgment lien or tax lien filings against the Transferor that have not been addressed in a manner consented to in writing by the Administrative Agent and each Class Agent except for liens that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

assistant: Erisa
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 meet with defense counsel before trial. See Davis, No. 014459, at 11. The November 20, 1979 hearing satisfies Section 2254(d) even though it did not include sworn testimony from live witnesses. In Sumner v. Mata, 449 U.S. 539, 101 S.Ct. 764, 66 L.Ed.2d 722 (1981) (Sumner I), the Supreme Court explained that Section 2254(d) does not “specify any procedural requirements that must be satisfied for there to be a ‘hearing on the merits of a factual issue,’ other than that the habeas applicant and the state or its agent be parties to the state proceeding and that the state-court determination be evidenced by a ‘written finding, written opinion, or other reliable and adequate written indicia.’ ” Id. at 546-47, 101 S.Ct. 764; accord Livingston v. Johnson, 107 F.3d 297, 303 (5th Cir.1997) (<HOLDING>), cert. denied, 522 U.S. 880, 118 S.Ct. 204, Options: A. holding that the state courts factfinding procedure was adequate even though it did not hold an evidentiary hearing because hearing as used in 2254d does not require a trialtype hearing at which live testimony is presented and the accused has the opportunity to crossexamine witnesses B. holding that the evidence presented at a factfinding hearing was sufficient to support the chins finding C. holding that defendants waived any challenge to the trial courts failure to hold an evidentiary hearing D. holding that while the investigatory hearing is not a full evidentiary hearing it nevertheless must be expanded to permit the accused attorney to cross examine witnesses E. holding that the supreme court does not require an evidentiary hearing in every case

assistant: The best answer is A. holding that the state courts factfinding procedure was adequate even though it did not hold an evidentiary hearing because hearing as used in 2254d does not require a trialtype hearing at which live testimony is presented and the accused has the opportunity to crossexamine witnesses