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: to prepare and file a petition of habeas corpus,” instead “abandonfed]” him, which prevented Mr. Pace from timely filing a habeas petition. Aplt. Mot. for COA at 7 (capitalization altered). Mr. Pace also avers that, in May 2006, his attorney “lie[d] to [his] parent[s] about filing for [a] new trial.” Id. (capitalization altered). However, Mr. Pace does not explain how this alleged abandonment, which caused his parents to be misled “for at le[a]st one year[ ],” id. (emphasis added), resulted in Mr. Pace waiting to file his habeas petition until September 29, 2011 (more than five years after the attorney had been retained to file a habeas petition and approximately two years after the attorney had returned part of the retainer). See Law v. Jones, 433 Fed.Appx. 651, 652 (10th Cir.2011) (<HOLDING>); ef. Holland, 130 S.Ct. at 2565 (holding that Options: A. holding that a petitioner may amend a habeas petition rather than filing a second or successive petition when the first petition has not yet reached a final decision B. holding that dismissing a habeas petition as timebarred under the aedpa does not violate the suspension clause because petitioner had years to file the petition and gave no explanation why he failed to file on time C. holding that the habeas petition did not qualify for equitable tolling because the petitioner discovered that his attorney had lied about filing a petition in early 2008 and yet the petitioner did not file one himself until nearly two years later D. holding that petitioner was dili gent for equitable tolling purposes where petitioner filed state petition two months after conviction was final and filed federal petition seven days after discovering state had denied petition on the merits E. holding that the petitioner was not entitled to equitable tolling where he filed his habeas petition more than two months late

assistant: The best answer is C. holding that the habeas petition did not qualify for equitable tolling because the petitioner discovered that his attorney had lied about filing a petition in early 2008 and yet the petitioner did not file one himself until nearly two years later
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: longer had to indemnify under Coverage A. Second, WQIS’s interpretation of the Policy is supported by the overall structure and purpose of the Policy. WQIS argues that the parties could not have intended its obligation to indemnify defense costs under Coverage C to continue after the Coverage A limit was exhausted. Such an interpretation of the parties’ intent could result in WQIS’s paying for defense costs far in excess of the $5 million limit on liability, and it would require WQIS to have responsibility for reimbursing defense costs even when it no longer had an interest in defending or minimizing liability for the incident. A reasonable person could conclude that this could not have been what the parties intended. Mastrovincenzo v. City of New York, 435 F.3d 78, 104 (2d Cir. 2006) (<HOLDING>). Third, to the extent extrinsic evidence is Options: A. holding that courts should avoid interpretations of statutes which would produce absurd results B. holding that contracts should be interpreted to avoid absurd results C. recognizing that courts should not construe statutes in a way that leads to absurd results D. holding that virginia courts must avoid absurd results E. holding that contracts should be interpreted to give effect to all provisions

assistant: The best answer is B. holding that contracts should be interpreted to avoid absurd results
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: would otherwise be improper may be excused under the ‘invited reply’ doctrine if the prosecutor’s conduct was an appropriate response to statements or arguments made by the defense.”). The question of whether Mazique’s girlfriend consented to the search of the home was an issue for the court, not the jury. Thus, although the comment was improper, we find it was not prejudicial to Mazique. Also, the value of the stolen cigarettes was not an element of the crime or vital to the evidence in the case; thus, the comment was not prejudicial to Mazique. We further find the solicitor’s brief comments do not rise to “extraordinary circumstances” that would excuse the failure to make a contemporaneous objection. See Toyota of Florence, Inc. v. Lynch, 314 S.C. 257, 263, 442 S.E.2d 611, 615 (1994) (<HOLDING>). Mazique finally argues this is a novel issue Options: A. holding a contemporaneous objection is required to preserve an issue for appellate review B. holding that failure to comply with state contemporaneous objection rule bars federal review absent a showing of cause and prejudice C. holding that even in the absence of a contemporaneous objection a new trial motion should be granted in flagrant cases where a vicious inflammatory argument results in clear prejudice D. holding no prejudice occurred where party made contemporaneous objection to brief remark about insurance during closing argument and court gave cautionary instruction E. holding the lack of a contemporaneous objection could not be salvaged by a motion for a mistrial

assistant: The best answer is C. holding that even in the absence of a contemporaneous objection a new trial motion should be granted in flagrant cases where a vicious inflammatory argument results in clear prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the record supports the district court’s assumption that, merely because these accounts had Tennessee addresses on record, Lloyds “repeatedly transferred the Tennessee customers’ funds as directed, provided customers with bank statements of account, and likely offered other incidental banking services.” As Lloyds points out, any bank statements sent to Tennessee would have been sent there because the customers listed the account address as Tennessee, not because Lloyds chose to create continuous and substantial consequences in Tennessee. The relationship of these account holders is best characterized as “unilateral,” because Lloyds did not direct contacts at Tennessee. Cf. Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 417, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984) (<HOLDING>). Nor do the wire transfers between Lloyds and Options: A. holding there was no general jurisdiction even though defendant sent its chief executive officer to texas for a contract negotiation session accepted into its bank account checks drawn on a bank in texas purchased 4 million of goods and equipment from a company in texas and sent employees to texas for training and technical consultation B. holding that foreign corporate defendants purchases and attendant activity in state were insufficient to confer texas with general jurisdiction C. holding that the nonresident defendants acceptance of checks drawn from a texas bank account purchases of helicopters and related training trips did not create general jurisdiction D. holding that isolated trips to texas more than 1500000 in purchases from texas vendors and two contracts with texas entities were not substantial enough to support general jurisdiction E. holding nonresident defendant did not submit to general jurisdiction of texas courts merely by executing contract with resident

assistant: The best answer is C. holding that the nonresident defendants acceptance of checks drawn from a texas bank account purchases of helicopters and related training trips did not create general jurisdiction
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: house. Id. ¶ 38. Again, that is not the situation here. {19} In sum, none of the cases cited by the State support the propriety of the sweep in this case because there was no specific showing that Defendant and his wife were armed or that other persons might be with them. Allowing the agents to justify the protective sweep in the absence of information suggesting there may be a danger posed by others would be “directly contrary to the Supreme Court’s explicit command in Buie that the police have an articulable basis on which to support their reasonable suspicion of danger from inside the home.” United States v. Archibald, 589 F.3d 289, 300 (6th Cir. 2009). Accordingly, we conclude that, based on the agents’ lack of information, the sweep of Defendant’s house was unauthorized. See id. (<HOLDING>). {20} Perhaps recognizing the consequences of Options: A. holding that it was plain error for trial court to allow more than one conviction of grossly negligent operation of a vehicle where more than one person was injured B. recognizing that cjlearly buie requires more than ignorance or a constant assumption that more than one person is present in a residence C. holding that more than notice to a defendant is required D. holding a defendant may not be convicted of more than one count of dissemination of matter harmful to minors based on one occurrence even if there was more than one victim E. holding that a noticeofrights form that plainly affects more than one person and encompasses more than an immediate set of facts and is applicable to all inmates in a particular category is a rule

assistant: The best answer is B. recognizing that cjlearly buie requires more than ignorance or a constant assumption that more than one person is present in a residence
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: When this Option is exercised, payment of the total Exercise Price for the shares being purchased shall be made to the Company (a) in cash (including check, bank draft or money order); (b) by transfer from you to the Company of shares of Stock (other than shares of Stock that the Committee determines by rule may not be used to exercise this Option) that you have held for more than six months with a then current aggregate Fair Market Value equal to the total Exercise Price for the portion of this Option being exercised; (c) by the Company retaining a number of shares of the Stock deliverable upon exercise of this Option whose aggregate Fair Market Value is equal to the Exercise Price to be paid in connection with such exercise; or (d) to the extent permissible under applicable law, delivery to the Company of (i) a properly executed exercise notice, (ii) irrevocable instructions to a broker to sell a sufficient number of the shares being exercised to cover the Exercise Price and promptly deliver to the Company (on the same day that the shares of Stock issuable upon exercise are delivered) the amount of sale proceeds required to pay the Exercise Price and any required tax withholding related to the exercise, and (iii) such other documentation as the Committee and the broker shall require to effect a same day exercise and sale. In the event the Committee subsequently determines that the aggregate Fair Market Value of Stock or any other consideration delivered as payment of the Exercise Price is insufficient to pay the entire Exercise Price, then you shall pay to the Company, immediately upon the Company’s request, the amount of the deficiency in the form of payment requested by the Committee.

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 case excerpt and choose the best holding from the options. Case excerpt: N.J.S.A. 56:8-19. We find that Gonzalez’ status as a signatory to the agreements to cure default entered with Wilshire provides her with standing under the CFA. In the circumstances presented, Wilshire’s arguments regarding the lack of privity between Gonzalez and Wilshire arising from the making of the initial loan and the issue of her status as a “consumer” of that loan are irrelevant. A separate contractual relationship between Gonzalez and Wilshire exists that involves the loan, but does not arise directly from it. Further, we find that the monetary damages that Gonzalez claims to exist as the result of Wilshire’s allegedly unconscionable practices, if proven, constitute the statutorily-required “ascertainable loss.” Weinberg v. Sprint, Corp., 173 N.J. 233, 237, 801 A.2d 281 (2002) (<HOLDING>). We disagree with the motion judge’s Options: A. holding that a deposition is the time for the plaintiff to make a record capable of surviving summary judgment not a later filed affidavit B. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed C. holding a ruling on a motion for summary judgment adjudicating the rights of a party is a final judgment subject to appeal D. holding that to have standing under the cfa a private party must plead a claim of ascertainable loss that is capable of surviving a motion for summary judgment E. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed

assistant: The best answer is D. holding that to have standing under the cfa a private party must plead a claim of ascertainable loss that is capable of surviving a motion for summary judgment
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: Maintain or cause to be maintained insurance, of kinds and in amounts reasonably satisfactory to the Lender, with responsible insurance companies on all of the Credit Parties’ real and personal properties in such amounts and against such risks as are prudent, including, but not limited to, all-risk property insurance coverage (co-insurance not being permitted without the prior written consent of the Lender), business interruption or loss of rents coverage, worker’s compensation insurance, and general liability and products liability insurance. The Credit Parties also shall maintain flood insurance covering any real properties located in flood zones as may be required by governmental requirements to which Lender is subject. The Credit Parties shall provide to the Lender upon its request (and will endeavor to deliver annually, but shall not be in Default for failure to make such annual delivery unless a request has been made by the Lender), a detailed list and evidence reasonably satisfactory to the Lender of their insurance carriers and coverage and shall obtain such additional insurance as the Lender may reasonably request. Insurance policies shall name the Lender as additional insured, as its interests may appear, with respect to liability insurance, and mortgagee/lender loss payee with respect to property insurance, and all policies shall provide for at least thirty (30) days prior notice of cancellation to the Lender.

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 case excerpt and choose the best holding from the options. Case excerpt: of "armed with a deadly weapon" and the requisite murder elements of "knowingly" and "kill." While the jury may have relied on the recovered knife to establish that Watkins was armed with a deadly weapon, it was separate forensic evidence that established Anderson's death as a knowing killing. Specifically, the jury was presented with evidence that Anderson's throat was penetrated five times, cutting through his carotid artery and into the cartilage of his larynx, and that Anderson displayed no defensive wounds. Additionally, cash, keys and marijuana were missing from Anderson's apartment. From this evidence alone it was clear that Anderson was knowingly killed and robbed by a perpetrator armed with a deadly weapon-most likely a knife. See Lewis v. State, 740 N.E.2d 550, 552 (Ind.2000) (<HOLDING>); and, Hampton v. State, 719 N.E.2d 803, 807 Options: A. holding that there must be sufficient competent evidence from which the trier of fact could estimate the amount of damages with a reasonable degree of certainty B. holding that on a review of the sufficiency of the evidence the court determines whether any rational trier of fact could have found all the elements of the offense beyond a reasonable doubt C. holding that a petitioner is entitled to habeas relief if no rational trier of fact could have found proof of guilt beyond a reasonable doubt D. holding in part that the severity of a victims injuries may be sufficient evidence from which a trier of fact can conclude beyond a reasonable doubt that a victim has been knowingly killed E. holding that evidence is sufficient to support a conviction if viewing the evidence in the light most favorable to the prosecution any rational trier of fact could have found the essential elements beyond a reasonable doubt

assistant: The best answer is D. holding in part that the severity of a victims injuries may be sufficient evidence from which a trier of fact can conclude beyond a reasonable doubt that a victim has been knowingly killed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: which the taxpayer must pay, including the tax certificate amount, the interest on the tax certificate, plus interest at a rate of 18% per year for the period beginning on the day when the payment was submitted by the certificate holder and ending on the day when the parcel is redeemed. Id. The parties both admit that a foreclosure decree was never issued in the instant case. Ohio caselaw remains clear that in order for a foreclosure judgment to be a “final order,” the decree must be issued and address the rights of all lienholders and the responsibilities of the mortgagor. CitiMortgage, Inc. v. Roznowski, 139 Ohio St.3d 299, 305-06, 11 N.E.2d 1140, 1145-46, 2014 WL 1924774, at *5 (Ohio May 15, 2014); Countrywide Home Loans Servicing v. Nichpor, 136 Ohio St.3d 55, 990 N.E.2d 565 (2013) (<HOLDING>). Accordingly, Plymouth Park’s interpretation Options: A. holding that an order authorizing a sale is a final judgment B. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale C. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final D. holding that the debtor is entitled to cure the arrearage until entry of an order confirming the foreclosure sale completes the foreclosure process under oklahoma law E. holding that a foreclosure judgment was not subject to federal review under rookerfeldman and noting that the fact that plaintiff alleges that the foreclosure judgment was procured by fraud and conspiracy does not change that result

assistant: The best answer is C. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall reimburse ROTH for all its reasonable, documented expenses incurred in conjunction with the Private Placement, including costs of legal counsel, upon demand and whether or not a transaction is completed; provided that in no event shall such expenses exceed $50,000 in the aggregate. Upon execution of this Agreement, the Company will pay ROTH a refundable deposit of $25,000 to cover expenses.

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: the hozada requirements with respect to the allegation set forth in his motion to rescind. However, Samartsiev made an additional allegation of misconduct in his motion to reopen, claiming that Lynn instructed him to sign a blank Notice of Appeal form which he subsequently filed with the BIA without Samartsiev’s knowledge or consent. This claim was a separate and independent allegation of ineffective assistance, and Samartsiev failed to separately and independently satisfy the procedural requirements set forth in Matter of Lozada with respect to that allegation. Because Samartsiev made no effort to comply with Matter of Lozada in advancing this new claim of ineffective assistance, the BIA did not err in denying his motion. See Ruiz-Martinez v. Mukasey, 516 F.3d 102, 121 (2d Cir.2008) (<HOLDING>). Samartsiev argues that he should not be Options: A. holding that to the extent defendants claim is one of ineffective assistance of counsel it is not cognizable on direct appeal and rule 2915 is the exclusive procedure by which a claim of ineffective assistance of counsel can be advanced B. recognizing a constitutional claim for ineffective assistance of counsel C. holding that failing to substantially comply with the matter of lozada requirements in a motion to reopen before the bia forfeits an ineffective assistance claim in this court D. holding that the petitioner was not entitled to claim ineffective assistance because she did not comply with the lozada requirements and made no effort to explain her lack of compliance E. recognizing that while slavish adherence to matter of lozada is not required when an alien does not comply with those requirements in any respect the ineffective assistance of counsel claim is forfeited

assistant: The best answer is E. recognizing that while slavish adherence to matter of lozada is not required when an alien does not comply with those requirements in any respect the ineffective assistance of counsel claim is forfeited
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 the termination of the Employee’s employment with the Company (and with all subsidiaries and affiliates of the Company) prior to the Vesting Date due to death, Disability or Normal Retirement, the target number of PSUs shall become fully vested on the date of such termination of employment.

assistant: Forfeitures
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: Should any section, or portion thereof, of this Agreement be held invalid by reason of any law, statute, or regulation existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof will be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if unreformable, will be deemed divisible and deleted with respect to such jurisdiction, but the Agreement will not otherwise be affected.

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: in the “House-warmer” line and its catalogue is not entitled to protection from the Lanham Act. Consequently, the court need not address the issue of likelihood of confusion, the last element necessary to establish protection under the Lanham Act. See Boston Beer, 9 F.3d at 183. A determination of likelihood of confusion generally involves an eight-step analysis and requires factual findings. Although it is not essential to the court’s conclusion, if the court needed to decide the issue of likelihood of confusion, it would hold that no reasonable juror could conclude that there is a likelihood of confusion, where clearly marked company names are featured on the face of the products and catalogues. See Bristol-Myers Squibb Co. v. McNeil-P.P.C., Inc., 973 F.2d 1033, 1045 (2d Cir.1992) (<HOLDING>); Conopco Inc. v. May Dept. Stores, 46 F.3d Options: A. holding that even several isolated incidents of actual confusion are insufficient to support a finding of likelihood of confusion B. holding that strong evidence of guilt weighs against finding fundamental unfairness C. holding that unquestionable lack of actual prejudice weighs against a finding of a speedy trial violation D. holding prominence of trade names weighs heavily against a finding of consumer confusion E. holding that district court must separately analyze whether use of metatags alone without the inclusion of those marks in the domain names creates a likelihood of confusion

assistant: The best answer is D. holding prominence of trade names weighs heavily against a finding of consumer confusion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a prima facie ease in regard to his termination claim. See Verbraeken, 881 F.2d at 1045. “[E]vidence of age discrimina­tion is direct when, if believed, it establishes discriminatory intent without inference or presumption. Only the most blatant re­marks whose intent could only be to discrimi­nate on the basis of age constitute direct evidence.” Clark, 990 F.2d at 1227 (empha­sis added). Plaintiff asserts that Russell Ha­ley’s inquiries as to plaintiffs age and desire to retire are direct evidence of age discrimi­nation. Haley’s statements, however, are not the type of “blatant remarks” contemplated by the Eleventh Circuit as sufficient to estab­lish a prima facie case of age discrimination. See, e.g., Barnes v. Southwest Forest Indus­tries, Inc., 814 F.2d 607, 610-11 (11th Cir.­1987) (<HOLDING>); see also Williams v. General Motors Corp., Options: A. holding that a statement of fact relating to the plaintiffs age was not direct evidence of age discrimination because the relevance of the comment is provided by inference B. holding that the statement at your age i dont believe you could pass the test is not direct evidence of age discrimination C. holding age discrimination claim barred D. holding that adea plaintiff had failed to make a prima facie case of age discrimination when he was replaced by someone only two years younger and within the protected age group and there was no other evidence of age discriminatory motive E. holding that age discrimination is not a personal injury tort

assistant: The best answer is B. holding that the statement at your age i dont believe you could pass the test is not direct evidence of age discrimination
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: S.W.2d 585 (Mo.1968), was an arrest for burglary in an apartment, not in a car, and therefore sheds no direct light on the “concrete factual context” of this case. In fact, no case is cited which falls in this category; or which permits a trunk search based upon such a flimsy set of facts. It is important to remember that Carroll “ * * * merely relaxed the requirement for a warrant on the grounds of practicality. It did not dispense with the need for probable cause”. Henry v. United States, 361 U.S. 98, 104, 80 S.Ct. 168, 172, 14 L.Ed. 2d 134; United States v. Lefkowitz, 285 U.S. 452, 467, 52 S.Ct. 420, 424, 76 L.Ed. 877, 884. Nor can a search be justified by what is uncovered later on; Byars v. United States, 273 U.S. 28, 29, 47 S.Ct. 248, 71 L.Ed. 520; State v. Seymour, 438 S. .2d 53 (<HOLDING>); People v. Lewis (1966) 34 Ill.2d 211, 215 Options: A. holding trunk search was for general exploration not for detaining prisoner or preventing escape B. holding that an officer had probable cause to search bags in the trunk of the car when he opened the trunk and smelled a strong odor of methamphetamine C. holding that sniff test of automobile trunk not a search requiring probable cause D. holding that although search of passenger compartment was legal search of trunk was not E. holding search of trunk unnecessary to protect officers or prevent defendants escape

assistant: The best answer is A. holding trunk search was for general exploration not for detaining prisoner or preventing escape
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed herein or in Schedule 3.10, HTS has accurately and completely filed with the appropriate United States state, local and foreign (including but not limited to Israeli) governmental agencies all tax returns and reports required to be filed (subject to permitted extensions applicable to such filings), and has paid or accrued in full all taxes, duties, charges, withholding obligations and other governmental liabilities as well as any interest, penalties, assessments or deficiencies, if any, due to, or claimed to be due by, any governmental authority (including taxes on properties, income, franchises, licenses, sales and payroll). (All such items are collectively referred to herein as “Taxes”). The HTS Financial Statements fully accrue or reserve all current and deferred taxes. HTS is not a party to any pending action or proceeding, nor is any such action or proceeding threatened by any governmental authority for the assessment or collection of Taxes. No liability for taxes has been incurred other than in the ordinary course of business. There are no liens for Taxes except for liens for property taxes not yet delinquent. HTS is not a party to any Tax sharing, Tax allocation, Tax indemnity or statute of limitations extension or waiver agreement and in the past year has not been included on any consolidated combined or unitary return with any entity other than HTS. HTS has duly withheld from each payment made to each person from whom such withholding is required by law the amount of all Taxes or other sums (including but not limited to United States federal income taxes, any applicable state or municipal income tax, disability tax, unemployment insurance contribution and Federal Insurance Contribution Act taxes) required to be withheld therefore and has paid the same to the proper tax authorities prior to the due date thereof. To the extent any Taxes withheld by HTS have not been paid as of the Closing Date because such Taxes were not yet due, such Taxes will be paid to the proper tax authorities in a timely manner. All Tax returns filed by HTS are accurate and comply with and were prepared in accordance with applicable statutes and regulations. The Sellers will cause HTS to prepare and file all Tax returns and pay all Taxes required prior to the Closing. Such Tax returns will be subject to review and approval by Buyer, which approval will not be unreasonably withheld.

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 case excerpt and choose the best holding from the options. Case excerpt: health facility to allow the district court to consider, with the benefit of argument from both Dugan and the government, whether the condition is narrowly tailored to serve a compelling government interest. Dugan had no prior notice that the condition might be imposed because it first was suggested in the government’s sentencing letter, submitted to the district court a day before the hearing and not copied to Dugan, who was proceeding pro se. On remand, the district court must determine whether the substantial limit on Dugan’s freedom of movement is “reasonably related” to the government’s interest in deterring future violations of the FACE Act and in protecting the patients and staff of reproductive health facilities. See United States v. Bird, 124 F.3d 667, 684 (5th Cir.1997) (<HOLDING>); United States v. Turner, 44 F.3d 900, 903 Options: A. holding that the warrant application at issue did not specifically mention the presence of criminal activity at defendants residence but that the executing officers reasonably relied on the warrant B. holding that in determining whether a prior conviction is a violent felony a court generally must look only to the fact of conviction and the statutory definition of the prior offense C. holding that it was appropriate for the trial court to find that lack of a prior criminal record was not a mitigating factor in light of the violent nature of the crime committed D. holding that the district court did not abuse its discretion in imposing a condition of supervised release that the defendant stay at least 1000 feet away from abortion clinics where the defendant committed a prior violent face act offense and had a history of prior criminal activity at or near both abortion clinics and at the residence of an abortion provider E. holding that the district court did not abuse its discretion by imposing an upward variance after finding that the defendants criminal history category of i understated the seriousness of his criminal history

assistant: The best answer is D. holding that the district court did not abuse its discretion in imposing a condition of supervised release that the defendant stay at least 1000 feet away from abortion clinics where the defendant committed a prior violent face act offense and had a history of prior criminal activity at or near both abortion clinics and at the residence of an abortion provider
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Law Dictionary 323 (6th ed. 1990). Accordingly, in this case, the trial court had the authority to make a property award in lieu of alimony, Ferguson, supra, or could award alimony to compensate a party for an unequal property distribution, Harvey, supra, but not both deny alimony and give Mr. Evtimov less marital property. That would clearly be an erroneous application of law, which is a manifest abuse of discretion. See Hall v. Kingsland School Dist., 56 Ark.App. 110, 938 S.W.2d 571 (1997). Affirming this manifestly incorrect trial court decision is not justified by the majority’s resort to fact finding. I am not sure which is the more objectionable: that they made a mistake of law in that they endeavored to do it at all, O’Dell v. Rickett, 92 Ark.App. 364, 214 S.W.3d 301 (2005) (<HOLDING>), or that they made numerous mistakes of fact Options: A. holding that the appellate court will not find a fact that was not found below as that would be an intrusion into the province of the trial court B. holding that a reviewing court will not address those issues not raised below or not addressed by the trial court C. holding that the tipsy coachman rule permits an appellate court to affirm a trial court order on the basis of an alternative theory which was not asserted in the court below D. holding that as a general rule this court will not consider an issue that was not raised below E. recognizing the general rule that an appellate court will not address matters that were not raised or decided in the trial court

assistant: The best answer is A. holding that the appellate court will not find a fact that was not found below as that would be an intrusion into the province of the trial court
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, for all purposes, shall be governed under and construed in accordance with the laws of the State of New Jersey without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than New Jersey. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in a State or Federal court located in the State of New Jersey. The Parties consent to the personal jurisdiction of such courts and agrees not to claim that any such courts are inconvenient or otherwise inappropriate.

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: preparation of the reporter’s record in 2015 when she filed the notice of appeal. It contains what appears to be a new written request filed by Serrano on August 22, 2016. To the extent Serrano’s failure to make a timely written request and designation of the record delayed Dittmar’s preparation of the record, it will be considered in our analysis of the second element. Serrano maintains that the record has been lost without any fault on her part. It is undisputed that Dittmar is physically unable to work on the record, and Looney has informed the Court that she is unable to prepare the record from the stenographic notes. Given the absence of an audio recording of the hearing, we conclude that the reporter’s record is lost. See Johnson v. State, 151 S.W.3d 193, 196 (Tex.Crim.App.2004)(<HOLDING>). The only remaining issue is whether the Options: A. holding states are not persons for the purposes of section 1983 B. holding that as a general rule pleadings filed in this court are public records and are not subject to being sealed C. holding that since the reasons given by the district court in this case are wellfounded in the record and are in keeping with the purposes of the copyright act the court acted within its discretion in awarding a reasonable attorneys fee D. holding that when regulations are intended to have different purposes and are not dependent on each other they are not intertwined E. holding that court reporters notes are lost for purposes of rule 346 when the missing portions of record are irretrievable

assistant: The best answer is E. holding that court reporters notes are lost for purposes of rule 346 when the missing portions of record are irretrievable
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: injury....” Commonwealth v. Alexander, 477 Pa. 190, 383 A.2d 887, 889-90 (1978). The evidence in this case was that Christina knocked the victim down with a punch in the face and then kicked him in the face while he was down. Because the victim’s only arguably “serious” injuries were to the trunk and legs, Christina himself—as opposed to his codefendants—may not actually have caused the “serious” injury. Nonetheless, considering the circumstances of the assault (three attackers against one victim who was soon lying on the ground), we cannot say that the evidence of Christina’s acts during the assault is insufficient to support a jury finding that he intended to inflict serious bodily injury on his victim. See Jackson v. Virginia, 443 U.S. 307, 324, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979) (<HOLDING>). The Pennsylvania courts’ conclusion that Options: A. holding that evidence is sufficient to support a conviction if viewing the evidence in the light most favorable to the prosecution any rational trier of fact could have found the essential elements beyond a reasonable doubt B. holding that a verdict must be sustained against a sufficiency of the evidence challenge if any rational trier of fact could have found the essential elements of the charged crime beyond a reasonable doubt C. holding that a petitioner is entitled to habeas corpus relief if it is found that upon the record evidence adduced at the trial no rational trier of fact could have found proof of guilt beyond a reasonable doubt D. holding that in evaluating sufficiency of the evidence in habeas corpus petitions we view the evidence in the light most favorable to the prosecution and determine whether any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt E. holding that on a review of the sufficiency of the evidence the court determines whether any rational trier of fact could have found all the elements of the offense beyond a reasonable doubt

assistant: The best answer is C. holding that a petitioner is entitled to habeas corpus relief if it is found that upon the record evidence adduced at the trial no rational trier of fact could have found proof of guilt beyond a reasonable doubt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will (a) use the proceeds of the Loans solely for the purposes set forth in Section 9.11 , (b) not permit any proceeds of the Loans to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying any margin stock” within the meaning of Regulation U of the FRB and (c) furnish to each Lender, upon its request, a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: these cases support her argument that wrongful death actions fall within the purview of section 13 — 214(a). We find the cases cited by plaintiff of little precedential value. In none of the cases cited by plaintiff was the reviewing court asked to decide whether the construction statute of repose governed over the Act’s two-year statute of limitations. In fact, none of these cases cite to or mention the Act’s two-year limitations period. We are also unpersuaded by plaintiffs reliance on cases comparing the limitations period in section 13 — 214(a) of the Code with the limitations period found in other statutory provisions of the Code. None of those cases addressed the role of the Act’s limitations period. See, e.g., Hernon v. E.W. Corrigan Construction Co., 149 Ill. 2d 190, 196 (1992) (<HOLDING>); Tatara, 283 Ill. App. 3d at 1038 (same); Options: A. holding that the limitations period in section 13 214a takes precedence over the limitations period for personal injuries found in section 13 202 of the code B. holding that limitations period in section 13 214a of the code applies over limitations period for contribution actions found in section 13 204 of the code because former provision is more specific C. holding that placement of a contractual limitations period in a section entitled claims was reasonable D. holding that the then twoyear statute of limitations for constructionrelated actions found in section 13 214a of the code applies over the fiveyear statute of limitations period for certain actions found in section 13 205 of the code E. holding that statute of limitations for contribution actions found in section 13 204 of the code applies over limitations period for malpractice actions found in section 13 212 of the code where the plaintiffs complaint was based solely on contribution act ill rev stat 1985 ch 70 par 301 et seq section 13 204 is more specific than section 13 212

assistant: The best answer is A. holding that the limitations period in section 13 214a takes precedence over the limitations period for personal injuries found in section 13 202 of the code
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 Committee shall from time to time determine the Eligible Directors who may participate in the Plan. The Committee shall from time to time determine the Eligible Directors to whom Deferred Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Eligible Director to the success of the Corporation and any other factors which the Committee deems appropriate and relevant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of this Article IV , each Purchaser covenants that the Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 ( provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement with respect to such transferred Securities. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any legal opinion, except to the extent required by the Company’s Transfer Agent, any transfer of the Securities by a Purchaser to an Affiliate of such Purchaser; provided, that the transferee certifies to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities.

assistant: Compliance With Laws