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: Republic about First Financial’s transactions, and not once did the Lomaz brothers argue that First Financial was a distinct company unrelated to Pacific. Indeed, instead of denying any participation in the aborted shipments, the Lomazes requested that Midwest be substituted as the importer of record. The district court did not abuse its discretion in discrediting Lomaz’s defense that Pacific is not the alter ego of First Financial in light of Midwest’s repeated attempts, at the behest of Larry and Douglas Lomaz, to relieve First Financial of its damage obligation to Customs. In light of the contradictory statements and incredible defenses presented by Pacific, we find that the district court also did not abuse its discretion in crediting Buehl’s contemporaneous account of s ir.1997) (<HOLDING>). Motions under Rule 60(b)(6) must be made Options: A. holding that notice to counsel may be waived B. recognizing that immunity may be waived C. holding that the law in this circuit is that errors of law are cognizable under rule 60b D. holding attorneys failure to object does not warrant rule 60b relief E. holding that defenses under rule 60b may be waived

assistant: The best answer is E. holding that defenses under rule 60b may be waived
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 invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

assistant: Severability
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 states retain inherent powers to regulate nude entertainment where alcohol is sold for consumption on the premises. See, e.g., BZAPS, Inc. v. City of Mankato, 268 F.3d 603, 605-08 (8th Cir. 2001) (finding concern about combination of alcohol and adult entertainment is not irrational and the city was entitled, under its police power, to prohibit the sale of alcohol in locations featuring adult entertainment), cert. denied, 536 U.S. 904, 122 S.Ct. 2356, 153 L.Ed.2d 179 (2002); Sammy’s of Mobile, Ltd. v. City of Mobile, 140 F.3d 993, 999 (11th Cir.1998) (finding prohibition on nude dancing where liquor is sold restricts only the place or manner of nude dancing without regulating any particular message); El Marocco Club, Inc. v. Richardson, 746 A.2d 1228, 1234-39 (R.I. 2000) (<HOLDING>). The few state courts, including the Supreme Options: A. holding that pma process is not specific regulation because the requirements are not contained in formal regulation B. holding that the challenge to a university regulation was moot because the regulation had been substantially amended C. holding that where a regulation could not fairly be read to have spoken at all on an issue an agencys proposed interpretation of the regulation as it pertained to that issue was not a reasonable interpretation of the regulation D. holding prohibition on nude dancing in places where alcohol is served was a contentneutral regulation that constitutionally restricted time manner and places where nudity could occur E. holding that the reviewing court correctly places the burden of proof on the plaintiff seeking amendment

assistant: The best answer is D. holding prohibition on nude dancing in places where alcohol is served was a contentneutral regulation that constitutionally restricted time manner and places where nudity could occur
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 failure by any Guaranteed Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Guarantor Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Guarantor Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If at any time after the date hereof any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as the other party reasonably may request.

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 legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Aggregate Commitment has not expired or terminated. The provisions of Section 2.15, Section 2.16, Section 2.17, Section 11.03, Section 11.12 and Article X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Aggregate Commitment or the termination of this Agreement or any provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the basis of the representations and warranties and subject to the other terms and conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Debenture for an aggregate purchase price (the “ Purchase Price ”) of Ten Million One Hundred Fifty-Four Thousand Six Hundred Fifty-Three and 36/100 Dollars ($10,154,653.36).

assistant: Sales
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: found to state a cause of action under section 1981 because “Hispanics are frequently identified as ‘nonwhites,’ ”); Tayyari v. New Mexico State University, 495 F.Supp. 1365, 1369-70 (D.N.M.1980) (Plaintiff, an Iranian citizen, found to state a section 1981 cause of action on the basis that he may belong to a group commonly perceived to be different from the white majority.); Garcia v. Rush-Presbyterian-St. Luke’s Medical Ctr., 80 F.R.D. 254, 262-64 (N.D.Ill.1978), aff’d, 660 F.2d 1217 (7th Cir. 1981) (Mexican and Mexican-American plaintiffs found to state a cause of action under section 1981 because in analyzing discrimination against these groups race, national origin, and ethnicity may be indistinguishable.); Ortega v. Merit Insurance Co., 433 F.Supp. 135, 139 (N.D.Ill.1977) (<HOLDING>); Enriquez v. Honeywell, Inc., 431 F.Supp. 901, Options: A. holding that for today at least persons of hispanic origin must be accorded the protections of section 1981 B. holding states are not persons for the purposes of section 1983 C. holding that plaintiffs complaint which included the ages and nationalities of at least some of the relevant persons involved with his termination was sufficient to provide notice of plaintiffs age and national origin discrimination claims D. holding that white persons may state a claim under section 1981 and noting the racial character of the rights being protected E. holding that texas twoyear statute of limitations applied to section 1981 action for discrimination on the basis of national origin

assistant: The best answer is A. holding that for today at least persons of hispanic origin must be accorded the protections of section 1981
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 enumeration of the rights and remedies of the Secured Parties set forth in this Guaranty is not intended to be exhaustive and the exercise by the Secured Parties of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of any Secured Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No course of dealing between any Guarantor and any of the Secured Parties or their respective agents or employees shall be effective to change, modify or discharge any provision of this Guaranty.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Respondent-appellant appeals the U.S. District Court’s order granting David Decker habeas relief from an Oregon State felony murder conviction with burglary as the predicate felony offense. The District Court granted relief on three claims under Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). Claim 1(B) addresses defense trial counsel’s failure to request a jury instruction on the lesser included offense of assault. The District Court’s review of this claim is governed by the Antiterrorism and Effective Death Penalty Act of 1996 (“AED-PA”). 28 U.S.C. § 2254. The District Court held that the Oregon state court decision constituted an unreasonable application of Stñckland and granted habeas relief on claim 1( (1976) (per curiam) (<HOLDING>). The District Court also granted habeas relief Options: A. holding that under oregon law a claim of ineffective assistance of counsel must be raised in the initial habeas proceeding B. holding that an ineffective assistance of counsel claim must be raised on direct appeal when the facts supporting the claim are presented on the face of the record C. recognizing claim of ineffective assistance of trial counsel usually must be raised in collateral proceeding D. recognizing a constitutional claim for ineffective assistance of counsel E. holding that a claim of ineffective assistance of counsel could not be resolved by the facts in the record and must be pursued in an action for habeas corpus

assistant: The best answer is A. holding that under oregon law a claim of ineffective assistance of counsel must be raised in the initial habeas proceeding
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must explicitly reserve, with the consent of the state and the trial court, the right to appeal a dispositive question of law. State v. Armstrong, 126 S.W.3d 908, 910 (Tenn.2003). In addition to reserving the question of law, the defendant must draft the question so that its scope and limits are clearly stated for the reviewing court. State v. Day, 263 S.W.3d 891, 898-99 (Tenn.2008) (quoting State v. Preston, 759 S.W.2d 647, 650 (Tenn.1988)); see also State v. Pendergrass, 937 S.W.2d 834, 836-37 (Tenn.1996). Appellate courts lack jurisdiction to hear any issue beyond the scope of the certified question. See Day, 263 S.W.3d at 899-900; State v. Irwin, 962 S.W.2d 477, 478-79 (Tenn.1998); Pendergrass, 937 S.W.2d at 836-37; Preston, 759 S.W.2d at 650. The defendant bears .App.1995) (<HOLDING>). B. IAD Tennessee, forty-seven other states, Options: A. holding that an issue was sufficiently reserved in a plea even though not reduced to writing when both the prosecution and the district court were aware of the defendants intent to appeal B. holding that even though the court does not usually apply the clearly erroneous standard to mixed questions of fact and law this standard is properly applied to the materiality issue C. holding that even though the issue is not framed according to what might be referred to as standard lawschool format preston only requires that a certified question clearly identify the scope and limits of the legal issues reserved D. holding that when a court of appeals has jurisdiction on interlocutory appeal the scope of appellate review is not limited to the precise question certified by the district court because the district courts order not the certified question is brought before the court E. holding that where the district court decided two issues in the certified order but identified only the damages issue as the controlling question of law the court of appeals could nonetheless address the other issue

assistant: The best answer is C. holding that even though the issue is not framed according to what might be referred to as standard lawschool format preston only requires that a certified question clearly identify the scope and limits of the legal issues reserved
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: 877 (Tex.Crim.App.1985), Plante v. State, 692 S.W.2d 487 (Tex.Crim.App.1985), and Keller v. State, 818 S.W.2d 425 (Tex.App.-Houston [1st Dist.] 1992, pet. ref'd). In Morgan, a pre-Montgomery case, the court of criminal appeals explained that: where the material issue addressed is the defendant’s intent to commit the offense charged, the relevancy of the extraneous offense derives purely from, the point of view of the doctrine of chances — the instinctive recognition of that logical process which eliminates the element of innoce ndant’s extra neous acts of nonpayment for sale, lease, or loan of goods and services were admissible in prosecution for theft by deception because defendant’s intent could not be inferred from his nonpayment in the charged offense); Keller, 818 S.W.2d at 429 (<HOLDING>). Here, Russell never contended that either he Options: A. holding intent may be inferred from all facts and circumstances B. holding extraneous conduct subsequent to the charged offense admissible C. holding defendants extraneous acts of nonpayment for goods and services were admissible in prosecution for theft of service because defendants intent could not be inferred from his nonpayment in the charged offense D. holding extraneous acts relevant to show intent in charged offense E. holding extraneous acts of touching of complainant and her friend were admissible in indecency with a child prosecution because defendants charged conduct was as consistent with accident as with a specific lascivious intent

assistant: The best answer is C. holding defendants extraneous acts of nonpayment for goods and services were admissible in prosecution for theft of service because defendants intent could not be inferred from his nonpayment in the charged offense
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: if anyone brings a claim against us related to your actions , content or information on facebook , you will indemnify and hold us harmless from and against all damages , losses , and expenses of any kind ( including reasonable legal fees and costs ) related to such claim .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: however, seek review of the Court of Appeals’ decision, nor did she present a brief in response to the State’s petition for review. We, therefore, have limited our decision to the issue raised in the State’s petition. 2 The dissent alleges that “[m]ost commentators also agree failure to obtain the consent of present cohabitants renders the search itself illegal (and not legal as to some and illegal as to others).” Dissent at 690. This assertion is arguable. See United States v. Donlin, 982 F.2d 31, 33 (1st Cir. 1992) (“Valid consent may be given by a defendant or a third party with ‘common authority’ over the premises. Third party consent remains valid even when the defendant specifically objects to it.”) (citation omitted); United States v. Childs, 944 F.2d 491, 495 (9th Cir. 1991) (<HOLDING>) (emphasis added); United States v. Hendrix, Options: A. holding residence means legal residence for will probate B. holding the valid consent of a person with common authority will justify the search of a residence even if the cooccupant is physically present C. holding that reasoning which would justify the arrest by the search and at the same time justify the search by the arrest will not do D. holding that it was unreasonable to believe that womans boyfriend had authority to consent to the search of her purse even though he had authority to consent to the search of the car in which it was kept E. holding that consent searches do not require probable cause to justify the search of a home

assistant: The best answer is B. holding the valid consent of a person with common authority will justify the search of a residence even if the cooccupant is physically present
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each borrowing of Loans under the Facility by the Company or any Subsidiary Borrower from the Lenders under the Facility, each payment by the Company or any Subsidiary Borrower on account of any Facility Fee and any reduction of the Commitments of the Lenders under the Facility shall be made pro rata according to the respective Percentages under the Facility, of the relevant Lenders in the Facility except to the extent required or permitted pursuant to Sections 2.9, 2.11, 2.24 and 2.25.

assistant: Payments
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: Pay when due all taxes, assessments and governmental charges imposed upon it or any of its properties or that it is required to withhold and pay over, except where contested in good faith and where adequate reserves have been set aside to the extent required under GAAP.

assistant: Taxes
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 Company and the Purchasers shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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 case excerpt and choose the best holding from the options. Case excerpt: applications, fraudulent birth certificates, ‘boiler — plate’ political asylum applications, fictitious stories outlining political persecution, [and] receipts and financial records relating to these asylum applications, including computer records.” II. Appellants next argue that the INS agents’ search was conducted in “flagrant disregard” of the warrant so that all fruits of the search must be suppressed. Again, we disagree. Government agents “flagrantly disregard” the terms of a warrant so that wholesale suppression is required only when (1) they effect a “widespread seizure of items that were not within the scope of the warrant,” United States v. Matias, 836 F.2d 744, 748 (2d Cir.1988), and (2) do not act in good faith, see Marvin v. United States, 732 F.2d 669, 675 (8th Cir.1984) (<HOLDING>); United States v. Lambert, 771 F.2d 83, 93 Options: A. holding that complete suppression is inappropriate where government agents attempted to stay within the boundaries of the warrant and the extensive seizure of documents was prompted largely by practical considerations and time constraints B. holding that where government agents were authorized by a warrant to search for broad categories of documentary evidence and records belonging to each category were found in every drawer of some file cabinets the officers did not grossly exceed the terms of the warrant when they seized entire file cabinets so that complete suppression was required C. holding that if the application for a warrant contains probable cause apart from the improper information then the warrant is lawful and the independent source doctrine applies providing that the officers were not prompted to obtain the warrant by what they observed during the initial entry D. holding that the principal is liable for an agents acts committed within the scope of the agents employment E. holding that the determination of the boundaries of a political subdivision of the state is a political question solely within the power prerogative and discretion of the legislature and not subject to judicial review

assistant: The best answer is A. holding that complete suppression is inappropriate where government agents attempted to stay within the boundaries of the warrant and the extensive seizure of documents was prompted largely by practical considerations and time constraints
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: if you are the parent or legal guardian of a child under the age of 13 ( the `` parent '' ) , you are agreeing to these terms on behalf of yourself and your child ( ren ) who are authorized to use the services pursuant to these terms and in our privacy policy .

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: The Lender hereby waives any Event of Default based on the Company’s failure prior to the date hereof to pay any principal, interest or Commitment Fees when due under the Loan Agreement. Further, the Lender waives any failure or noncompliance under the Loan Agreement relating to the transactions contemplated by the Asset Purchase Agreement or this Agreement, including but not limited to the failure to give proper notice of the APA Payment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: applied Hardy and suggested the limits of the term: whether the information “tell[s] the [agency] how to catch lawbreakers; [or tells] lawbreakers how to avoid the [agency’s] enforcement efforts.” Id. Our existing cases lead our district courts to strain the logical limits of “law enforcement” to cover otherwise valid invocations of Exemption 2. They regularly deny requests for disclosure of all kinds of internal documents, including those related to the military and national security, even if unrelated to investigations or prosecutions. See, e.g., Kelly v. FAA, No. 07-00634, 2008 WL 958037 (E.D.Cal. Apr.8, 2008) (magistrate judge recommending exemption of “grading sheet” for hiring of Designated Pilot Examiners); L.A. Times v. Dep’t of Army, 442 F.Supp.2d 880, 898 (C.D.Cal.2006) (<HOLDING>); Gordon, 388 F.Supp.2d at 1036 (holding “no Options: A. holding attempted aggravated assault on a law enforcement officer is not a crime in florida B. holding data on insurgent and other attacks in iraq are law enforcement materials C. holding that law enforcement commission was a benefit of employment D. holding that while law enforcement officers properly separated and assumed possession of a cell phone from arrestees person during the search incident to arrest a warrant was required before the information data and content of the cell phone could be accessed and searched by law enforcement E. holding that a question about present employment in field of law enforcement did not trigger disclosure of past employment in field of law enforcement

assistant: The best answer is B. holding data on insurgent and other attacks in iraq are law enforcement materials
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon and after any increase in the aggregate Commitments pursuant to this Section 2.19 , the representation and warranties contained in Sections 4.04(a) and ( b ) shall be deemed to refer to the financial statements furnished most recently prior to the Increase Effective Date, pursuant to Section 5.01(b) and (a) , respectively.

assistant: Warranties
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: 17200 of the Business and Professions Code will not support an award of punitive damages. Id. (citing Newport Components v. NEC Home Electronics, 671 F.Supp. 1525, 1550-51 (C.D.Cal.1987)). Indeed, it is settled law that punitive damages are not available under section 17200. See Korea Supply Co. v. Lockheed Martin Corp., 29 Cal.4th 1134, 1148, 131 Cal. Rptr.2d 29, 63 P.3d 937 (2003) (“While the scope of conduct covered by the UCL is broad, its remedies are limited. A UCL action is equitable in nature; damages cannot be recovered.... We have stated that under the UCL, ‘[prevailing plaintiffs are generally limited to injunctive relief and restitution.’ ”) (internal citations omitted); see also Dozier v. Maispace, No. C-05-1761, 2007 WL 518622, *10 (N.D.Cal.2007) (Trumbull, Mag. J.) (<HOLDING>) (citing Industrial Indemnity Co. v. Santa Cruz Options: A. holding that punitive damages are not recoverable against municipalities under 1988 B. holding that neither compensatory nor punitive damages are recoverable under section 17200 C. holding that punitive damages are not recoverable under subsection 216b D. holding that punitive damages are recoverable in a claim for retaliation under the flsa E. holding that punitive damages are not recoverable under viwda

assistant: The best answer is B. holding that neither compensatory nor punitive damages are recoverable under section 17200
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing, except as may otherwise be determined by the Committee, upon the occurrence of a Change in Control (as defined in the Plan), this Award shall become vested immediately prior to a Change in Control as to 100% of the RSUs for which the Vesting Date has not yet occurred (it being understood that, in such circumstance, Grantee will not be entitled to any RSUs that have not vested in respect of any Vesting Dates preceding the occurrence of the Change of Control).

assistant: Change In Control
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: to protect ebay from risk of liability for your actions as a seller , ebay has at times recommended , and may continue to recommend , that paypal restrict access to funds in a seller 's paypal account based on certain factors , including , but not limited to , selling history , seller performance , returns , riskiness of the listing category , transaction value , or the filing of an ebay money back guarantee case .

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: The Company will use the proceeds from the sale of the Securities to fund the Company’s working capital, provided that proceeds from the First Closing shall be first applied to satisfying all obligations related to filing the Delinquent Filing in compliance with Section 4(z) below. Further, the Company will use the proceeds from the sale of the Securities to satisfy in full and pay off those certain liabilities and obligations set forth on Schedule 3(m) attached hereto. Except as set forth on Schedule 4(b) , the Company shall not use such proceeds, at any time, to repay indebtedness, to lend money, to give credit, or to advance funds to any of its officers, directors, employees, or affiliates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York pursuant to Sections 5-1401 and 5-1402 of the New York General Obligations Law without giving effect to the conflict of law principles thereof.

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: interest in her bodily integrity, protected from certain unwarranted state deprivations. See Shilling-ford v. Holmes, 634 F.2d 263, 265 (5th Cir.1981). This protection extends to a student’s right to be free from corporal punishment in school if arbitrary, capricious, or wholly unrelated to a legitimate state purpose. Fee v. Herndon, 900 F.2d 804, 808 (5th Cir.), cert. denied, 498 U.S. 908, 111 S.Ct. 279, 112 L.Ed.2d 233 (1990) (citations omitted). The right also protects a fifteen-year-old student from a teacher who uses his authority to sordid sexual ends. See Gonzalez v. Ysleta Indep. Sch. Dist., 996 F.2d 745, 750 (5th Cir.1993) (acknowledging student’s right to be free from sexual abuse by teacher). See also Jefferson v. Ysleta Indep. Sch. Dist., 817 F.2d 303, 305 (5th Cir.1987) (<HOLDING>) (citation and internal quotation marks Options: A. holding that a students right to bodily integrity under the fourteenth amendment encompasses a students right to be free from sexual assaults by his or her teachers B. recognizing state constitutional right of individual privacy that may be asserted to prevent unwanted infringements of bodily integrity C. recognizing the right of students to challenge on first amendment grounds actions of school officials which circumscribe the range of ideas to which students are exposed D. recognizing stu dents right to be free of stateoccasioned damage to the students bodily integrity E. recognizing that the right to be free of stateoccasioned damage to a persons bodily integrity is protected by the fourteenth amendment guarantee of due process

assistant: The best answer is D. recognizing stu dents right to be free of stateoccasioned damage to the students bodily integrity
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: Survival . Each party’s obligations under this Section 5.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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: M.D., and Montgomery Hospital Medical Center. The ensuing complaint was based on alleged negligence associated with surgical procedures performed by Dr. El-Daief on Appellant’s wrist and hand in May and August 2000. The central allegation was that Dr. El-Daief negligently lacerated the radial nerve in Appellant’s wrist during one of the surgeries. Appellees sought summary judgment, invoking the governing two-year statute of limitations, see 42 Pa.C.S. § 5524(2). In response, Appellant relied on the discovery rule, which operates to toll the running of the statute of limitations for latent injuries, or injuries of unknown etiology, until the plaintiff knew or should have known she was injured by the conduct of another. See Fine, 582 Pa. at 267-68, 272-74, 870 A.2d at 858-59, 862 (<HOLDING>). The common pleas court awarded summary Options: A. holding that defendant dentists were not entitled to summary judgment in malpractice actions commenced more than two years after the relevant dental procedures where factual questions remained as to the plaintiffs diligence B. holding twoyear medical malpractice statute of limitations unconstitutional as applied to plaintiffs who are unable to discover their claims within two years C. holding under continuing wrong doctrine that plaintiffs were allowed to pursue claims for underpayments for three years before they commenced actions D. holding that more than notice to a defendant is required E. recognizing that the plaintiffs mere assertions that the defendant had a discriminatory intent were inadequate without substantial factual evidence to raise an issue to preclude summary judgment

assistant: The best answer is A. holding that defendant dentists were not entitled to summary judgment in malpractice actions commenced more than two years after the relevant dental procedures where factual questions remained as to the plaintiffs diligence
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 clear.” Investment Company Institute, 891 F.Supp.2d at 205. The appellants also assert that the agency improperly counted hypothetical benefits, but this assertion is incorrect. It was appropriate for CFTC to count the benefits flowing from its registration and disclosure requirements in § 4.5 and § 4.27, as the specifics of those requirements are finalized and not subject to the harmonization rule. The appellants further complain that CFTC failed to put a precise number on the benefit of data collection in preventing future financial crises. But the law does not require agencies to measure the immeasurable. CFTC’s discussion of unquantifiable benefits fulfills its statutory obligation to consider and evaluate potential costs and benefits. See Fox, 556 U.S. at 519, 129 S.Ct. 1800 (<HOLDING>). Where Congress has required “rigorous, Options: A. holding that attorneys are not debt relief agencies B. holding that new york city agencies cannot be sued C. holding that agencies are not required to adduce empirical data that cannot be obtained D. holding that state agencies are treated as states under the eleventh amendment E. recognizing that administrative agencies are not bound by rules of evidence

assistant: The best answer is C. holding that agencies are not required to adduce empirical data that cannot be obtained
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: level of 12, under U.S.S.G. § 2K2.1(a)(7), is based solely on his unlawful possession of firearms, with no weight being given to his trafficking of these, or any related, firearms. “The guideline applied by the court, U.S.S.G. § 2K2.1 ..., identifies possession alone as a crime.... Thus, the Sentencing Commission recognized that the guideline would be applied to crimes involving mere possession of an illegal weapon, regardless of the circumstances under which it was acquired.” United States v. Dalecke, 29 F.3d 1044, 1047 (6th Cir.1994). Freeman’s base offense level of 12 under § 2K2.1(a)(7) and his four-level enhancement for trafficking pursuant to § 2K2.1(b)(5) are thus punishing entirely different aspects of his crime. See United States v. Wheeler, 330 F.3d 407, 414 (6th Cir.2003) (<HOLDING>); see also United States v. Hayes, 399 Options: A. holding that even without booker constitutional error in the district courts application of the guidelines there could be nonconstitutional error where the court applied the guidelines in a mandatory fashion B. holding that although the guidelines are not mandatory when applied independently the district court still must adhere to the guidelines insofar as they incorporate the provisions of 3553f C. holding that the defendants sentence was based on the career offender guidelines despite the fact that the district court calculated an offense level pursuant to the crack guidelines D. 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 E. holding that no impermissible double counting occurs where each of the guidelines applied by the district court emphasizes different aspects of defendants conduct

assistant: The best answer is E. holding that no impermissible double counting occurs where each of the guidelines applied by the district court emphasizes different aspects of defendants conduct
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: Demand, presentment, protest and notice of non-payment and protest, notice of intention to accelerate maturity, notice of acceleration of maturity and notice of dishonor are hereby waived by Borrower. Subject to the terms of the Loan Agreement, Lender may extend the time of payment of this Note, postpone the enforcement hereof, grant any indulgences, release any party primarily or secondarily liable hereon, or agree to any subordination of Borrower’s obligations hereunder without affecting or diminishing Lender’s right of recourse against Borrower, which right is hereby expressly reserved.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All controversies, claims, and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms, shall be resolved exclusively by final and binding arbitration in New York City. Such arbitration shall be conducted in English by three arbitrators appointed as follows: within 30 days after the alleged breaching party has responded to the non-breaching party’s notice of breach, each of the Company and the MHR Funds shall notify the other in writing of the name of one (1) arbitrator it selects, and the two appointed arbitrators will endeavor within the following 30 days to agree upon a third arbitrator, who shall be the chairman of the arbitral tribunal. The arbitration shall be governed by the laws of the state of New York (without regard to conflict of law principles) and the rules of the American Arbitration Association (“ AAA ”); provided however that the following rules shall apply, even if they conflict with New York law or the AAA rules: (1) the party seeking to establish a breach shall have the burden of proof; (2) the arbitrators shall have (i) the power to order discovery, including depositions; and (ii) broad powers to fashion appropriate relief, whether monetary damages (including, without limitation, future lost profits) or equitable remedies (including, without limitation, injunctive relief) or both; (3) the arbitrators shall award monetary damages, determined in accordance with this Section 5(c), in the event that the arbitrators determine that the likelihood of commercialization of any product for which royalties may become payable to the Company under any of the Novo Nordisk License Agreements or any Future License Agreement is greater than zero; (4) in fashioning appropriate relief, including future lost profits, the arbitrators shall consider, among other things, (i) the likelihood of commercialization of any product for which royalties may become payable to the Company under any of the Novo Nordisk License Agreements or any Future License Agreement, (ii) the dollar amount of any potential royalties due to the Company and, as a result, the MHR Funds pursuant to Amendment No. 4 or this Agreement, and (iii) the estimated time at which any such payments would be paid; (5) the losing party in any arbitration shall pay all costs of the arbitration, including the arbitrators’ fees and the entirety of the prevailing party’s (or parties’) attorneys’ and expert fees and (6) the arbitrators shall have the power to determine which party is the prevailing party, and which is the losing party, for purposes of payment of costs and fees, and any party who proves a breach of this Agreement may be the prevailing party even without proof of actual damages.

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 case excerpt and choose the best holding from the options. Case excerpt: to maintain the action. The elements of replevin are: (1) the goods in question have a value greater than twenty dollars; (2) the goods are unlawfully taken or detained; and (3) the owner or person entitled to possession is deprived of the goods. Mass.Gen.L. ch. 247, § 7. Evergreen alleges that the value of the scallops is approximately $1,200,00.00. (Compl. Count III, ¶ 29, p. 10.) Evergreen has adequately pled that the Banks are currently detaining the scallops unlawfully. Evergreen alleges that the scallops are now located at the Gloucester Corporation warehouse and that the Banks control both the warehouse and the contents therein. (Compl. Count II at 1116.) This court draws the reasonable inference that defendant Banks are currently detaining the scallops. Gooley, 851 F.2d at 515 (<HOLDING>). Evergreen further alleges that because the Options: A. holding that plaintiffs allegations of abuse did not amount to the allegations of torture required by 1605a7 to survive a motion to dismiss B. recognizing inferential factual allegations to defeat a motion to dismiss C. holding that under the totality of the circumstances the facts provided sufficient support to defeat a motion to dismiss despite being broad allegations D. recognizing that the allegations of the complaint must be accepted as true on a threshold motion to dismiss E. holding it appropriate to grant a motion to dismiss a discrimination claim where claim is not supported by factual allegations

assistant: The best answer is B. recognizing inferential factual allegations to defeat a motion to dismiss