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: United States v. Baller, 519 F.2d 463, 465-67 (4th Cir.1975) (same); United States v. Franks, 511 F.2d 25, 32-34 (6th Cir.1975) (same), and one appellate court had refused to admit expert voice identification testimony, see United States v. Addison, 498 F.2d 741, 745 (D.C.Cir.1974); see generally United States v. McDaniel, 538 F.2d 408, 413 (D.C.Cir.1976) (finding that court was bound by prior ruling that voice identification evidence was inadmissible but noting trend towards admissibility of “voice-prints”). However, all of these cases were decided before Daubert v. Merrell Dow Pharmaceuticals, in which the Supreme Court set out the applicable standard for determining the admissibility of scientific evidence. See Daubert, 509 U.S. 579, 589-90, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1.993) (<HOLDING>); id. at 593-94, 113 S.Ct. 2786, 125 L.Ed.2d Options: A. holding that under fedrevid 702 expert testimony must be reliable to be admissible B. holding that federal rule of evidence 702 superceded the frye standard of admissibility of scientific evidence and that under rule 702 the district court had to determine that proffered expert testimony was both reliable and relevant C. holding that rule 702 admissibility determinations are reviewable under an abuse of discretion standard D. holding that expert testimony may be admissible even if not generally accepted in the relevant scientific community provided that it qualifies in some other way as reliable under federal rule of evidence 702 E. holding that scientific evidence must satisfy the pertinent delaware rules of evidence concerning admission of scientific testimony or evidence ie dre 401 402 403 702 and 703 and be relevant and reliable

assistant: The best answer is B. holding that federal rule of evidence 702 superceded the frye standard of admissibility of scientific evidence and that under rule 702 the district court had to determine that proffered expert testimony was both reliable and relevant
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: an affiant-witness was “necessary to vindicate [Powe’s] right of access to the courts.” Thaddeus-X, 175 F.3d at 395. That is especially true since Powe’s mother has already obtained and used Bridges’s affidavit in her lawsuit, suggesting that she suffered no injury through the alleged retaliation against Bridges. See Massey v. Helman, 196 F.3d 727, 740 (7th Cir.1999) (commenting that a prison physician who gave a deposition in a prisoner lawsuit could not show “that his termination interfered with other prisoners’ access to the courts by confining their ability to gather evidence in support of their cases”). Accordingly, Bridges’s participation in the Powe litigation was not sufficiently connected to Powe’s rights to allow Bridges to assert a denial of access claim. See id. at 739-40 (<HOLDING>). The district court properly dismissed Options: A. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient B. holding that an insurer lacked standing to raise the issue of the intent of the parties to the settlement agreement to which it was not a party C. holding that although prison inmates have a first amendment right to access to the courts prison officials may regulate law library access including reasonable time place and manner of access taking into account the administrative needs of the institution D. holding that the prison physician lacked standing to raise the prisoners rights of access to the courts E. recognizing right of prisoners to seek relief under 42 usc 1983 for denial of access to the courts

assistant: The best answer is D. holding that the prison physician lacked standing to raise the prisoners rights of access to the courts
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 agrees during the Standstill Period that it shall not disparage the Shareholder Group, any member of the Shareholder Group, or any member of the management of the Shareholder Group, provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the court granted a running 404(b) objection to the extraneous evidence regarding Cantu’s previous drug use. D. Analysis Cantu’s defense included informing the jury that Jackie had, during past arguments, taken a gun and placed it to her head. The State attempted to rebut that defensive theory by showing that the previous fights were over Cantu’s drug use and this incident was different because the drug test taken after Jackie’s death showed Cantu was not on drugs. The State’s evidence of Cantu’s previous drug use generally would be inadmissible under Rule 404(b), but because the State used it to rebut Cantu’s defensive theory, we conclude that the trial court did not abuse its discretion in finding the evidence admissible. See Tex.R. Evid. 404(a), (b); Moses, 105 S.W.3d at 626 (<HOLDING>); Albrecht, 486 S.W.2d at 100 (“Probably the Options: A. holding trial court did not abuse its discretion in its admitting extraneous evidence to rebut a defensive theory B. holding juvenile court did not abuse its discretion in admitting expert testimony C. holding trial court did not abuse its discretion in admitting highly probative and relevant evidence of other crimes D. holding that trial court did not abuse its discretion in admitting a transcript of a recording even though defense counsel did not stipulate to its accuracy E. holding the trial court did not abuse its discretion by admitting gangrelated evidence

assistant: The best answer is A. holding trial court did not abuse its discretion in its admitting extraneous evidence to rebut a defensive theory
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: Steipp further acknowledges and agrees with the Company that the particular matters referred to in this Agreement are of such nature that in the event of a threatened or actual violation thereof, proof of damages would be extremely difficult. Therefore, in the event of the breach or threatened breach by Steipp of the covenants contained in this Release, Steipp agrees that the Company shall be entitled to injunctions, both preliminary and final, without bond or security, enjoining and restraining such breach or threatened breach and such remedies shall be in addition to all other remedies which may be available to the Company either at law or in equity. The Company and Steipp agree and acknowledge that a violation of the covenants contained herein shall cause the Company to suffer irreparable damages, including the potential inability of the Company to prove specific money damages and Steipp agrees that he is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Company has an adequate remedy at law and therefore is not entitled to injunctive relief. However, no claim of breach of Article 5 by Company shall relieve it of the other obligations to Steipp in this Release.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under a ... will ... may have determined any .question of ... validity arising under the instrument ... and obtain a declaration of rights, status, or other legal relations thereunder.” Ark.Code Ann. § 16 — 111— 104. Whether a plaintiff may contest the validity of a will under the Arkansas declaratory judgment act is an issue of first impression. This Court has located no Arkansas authority that suggests an answer to this question. The most apposite federal authority is Kausch v. First Wichita Nat. Bank of Wichita Falls, Tx., 470 F.2d 1068, 1069 (5th Cir.1972). In Kausch, the plaintiff claimed that the federal court had jurisdiction to declare a will invalid in an action brought under the Texas declaratory judgment act. The language of Texas’s declaratory judgment act was identic 95) (<HOLDING>); Matter of Moerschel’s Estate, 86 Ill.App.3d Options: A. holding that an action under the illinois declaratory judgment act to void a will must be construed as a will contest that is governed by the laws controlling such contests in probate proceedings B. holding that the trial courts determination that the invalidity of an unprobated will under texass declaratory judgment act was not error where the action was joined with a probate action and multiple wills were before the court C. holding that an action challenging the validity of a will may not be brought under ohios declaratory judgment act D. holding that texass probate statute does not affect whether the probate exception to federal jurisdiction applies to a case E. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment

assistant: The best answer is B. holding that the trial courts determination that the invalidity of an unprobated will under texass declaratory judgment act was not error where the action was joined with a probate action and multiple wills were before the 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 and the Exhibits referred to in this Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous arrangements with respect to the subject matter hereof, whether written or oral. Any amendment or modification to this Agreement shall be made in writing signed by both Parties (except as may be specifically provided in the LCA).

assistant: Amendments
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: yahoo may provide you with notices , including those regarding changes to the tos , including by but not limited to email , regular mail , sms , mms , text message , postings on the yahoo services , or other reasonable means now known or hereafter developed .

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 and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, since March 31, 2013, neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary, to the Company’s knowledge, will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

assistant: Vesting
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) Unless previously terminated, (i) the Term B-1 Loan Commitments shall automatically terminate on the Refinancing Date (upon funding of the Term B-1 Loans) and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made in this Consent shall survive the execution and delivery of this Consent and the effectiveness of the Amendments, and no investigation by the Holders of this Consent shall affect such representations and warranties or the right of the Holders to rely upon them.

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: a third attending physi cian, testified it was possible Smith was not even present when the spiral fracture occurred. During the motion in limine to exclude evidence of the victim’s broken femur, the trial court noted “either he or his wife or both of them had to do it.” It appears from the record that the trial court focused on clear and convincing evidence of a pattern of abuse inflicted upon the victim by any perpetrator, versus cle the victim’s broken femur after investigating the incident, and returned the victim to her parents. Therefore, evidence of the victim’s broken femur was inadmissible as a prior bad act because the State failed to present any evidence that Smith intentionally inflicted the injury. Compare State v. Pierce, 326 S.C. 176, 178-79, 485 S.E.2d 913, 914 (1997) (<HOLDING>), with State v. Martucci, 380 S.C. 232, 241-42, Options: A. holding a person commits aggravated dui when his or her driving under the influence was a proximate cause of the injuries citation not the sole and immediate cause of the victims injuries emphasis omitted B. holding that victims injuries did not arise out of the use of a motor vehicle when the victim received injuries from a gun fired in the vehicle C. holding hospital employees testimony regarding victims previous injuries was inadmissible under the common scheme or plan exception because there was no clear and convincing evidence defendant inflicted the injuries D. holding that under the common law a claim for personal injuries died with the victim E. holding that the courts analysis should focus on the nature of the abuse injuries inflicted and the effect of both

assistant: The best answer is C. holding hospital employees testimony regarding victims previous injuries was inadmissible under the common scheme or plan exception because there was no clear and convincing evidence defendant inflicted the injuries
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: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: statute “does not implicate the fundamental right announced by Heller and ... McDonald, the right to possess a loaded handgun in the home for self-protection”); Aguilar, 408 Ill.App.3d at 143, 348 Ill.Dec. 575, 944 N.E.2d 816; Dawson, 403 Ill.App.3d at 508, 343 Ill.Dec. 274, 934 N.E.2d 598; but see Mimes, 352 Ill.Dec. 119, 953 N.E.2d at 73 (finding that the Second Amendment right as defined by Heller and McDonald is not limited to the home but ultimately holding that the AUUW statute’s ban on the carrying of an uncased, loaded, and accessible firearm in public nevertheless passed constitutional scrutiny). The Illinois Appellate Court has held repeatedly that the Illinois UUW and AUUW statutes do not violate the Second Amendment. See Williams, 357 Ill.Dec. 247, 962 N.E.2d at 1151-52 (<HOLDING>); People v. Montyce H., 2011 IL App (1st) Options: A. holding that exclusion of testimony as collateral and of speculative relevance did not violate defendants sixth and fourteenth amendment rights B. holding district court did not violate sixth amendment by admitting defendants outofcourt statement C. holding that statute which prohibited polygamy did not violate first amendment D. holding that the auuw statute did not violate the defendants second amendment rights E. holding that admitting evidence of a defendants prior statement to an investigator proffered by the commonwealth did not violate the defendants fifth amendment rights by forcing him to testify to dispute it

assistant: The best answer is D. holding that the auuw statute did not violate the defendants second amendment rights
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: decision is considered to be supported by substantial evidence. Morris v. Bowen, 864 F.2d 333 (5th Cir.1988). However, if the hypothetical question is defective due to the ALJ’s failure to accurately pox-tray a claimant’s physical and mental impairments, a detexrnination of non-disability based on the vocational expert’s answer to a defective question is not suppox-ted by substantial evidence, and cannot stand. Boyd v. Apfel, 239 F.3d 698, 707 (5th Cir. 2001) (citing Bowling v. Shalala, 36 F.3d 431, 436 (5th Cir.1994)). ALJ Leinberger asked VE Litt to consider a hypothetical person with residual functional capacity for sedentary work and who would experience “mild to moderate pain discomfort ... while performing in that level. ” Tr. 206. Plaintiff argues that ALJ Leinber Cir.1987) (<HOLDING>); Gallant v. Heckler, 753 F.2d 1450, 1456 (9th Options: A. holding that alj should have included complaints of pain in hypothetical question B. holding that evidence relied on by alj was insufficient to undermine pain allegations where medical records were replete with claimants reports of pain and of prescriptions C. holding that hypothetical question should have included allegations of pain which were supported by record D. holding that the alj did not err in discounting a claimants reports of pain where they were not supported by the medical record E. holding it is error for an alj to fail to consider factors relevant to the pain analysis which are supported by the record

assistant: The best answer is C. holding that hypothetical question should have included allegations of pain which were supported by record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not allow consideration of extrinsic evidence. Jurisdictions adopting the intent rule have developed two formulations with similar purposes. Some jurisdictions hold that the parol evidence rule is inapplicable in an action by a party to a release and a stranger to that agreement. See, e.g., Neves, 769 P.2d at 1054; Sims v. Honda Motor Co., 225 Conn. 401, 623 A.2d 995, 1003 (1993). Under this formulation of the intent rule, parol evidence of the parties’ intentions is admissible even when the terms of the release are facially unambiguous. See, e.g., Sims, 623 A.2d at 1004 n. 12. Other jurisdictions hold that extrinsic evidence of the parties intent is admissible only when the court determines as a matter of law that the terms of the release agreement are ambiguous. d 1300, 1303 (1983) (<HOLDING>). A distinct minority of jurisdictions Options: A. holding that release discharges only those tortfeasors specifically named in the release agreement B. holding that release discharges only persons named in or sufficiently described by terms of release C. holding that release must specifically name or otherwise specifically identify the persons to be discharged D. holding that general release must name or specifically describe parties to be discharged E. holding that release which discharged agents and employees sufficiently identified law firm and individual member thereof who had represented specifically named releasees

assistant: The best answer is E. holding that release which discharged agents and employees sufficiently identified law firm and individual member thereof who had represented specifically named releasees
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 hearing and responds to any offers or objections made by the complainant. Section 6330(d) provides for judicial review of a Notice of Determination as follows: (a) Proceeding After Hearing— (1) Judicial review of determination. — The person may, within 30 days of a determination under this section,- appeal such determination— (A) to the Tax Court (and the Tax Court shall have jurisdiction with respect to such matter); or (B) if the Tax Court does not have jurisdiction of the underlying tax liability, to a district c 8 (W.D.Tenn.2002) (noting that the court is confined to the administrative record in considering plaintiffs appeal pursuant to § 6330(d)); Dudley’s Commerical and Industrial Coating, Inc. v. U.S.I.R.S., 292 F.Supp.2d 976, 984, 2003 WL 1950231 at *9 (M.D.Tenn.2003) (<HOLDING>); Herycyk v. United States, 2001 WL 1836194 at Options: A. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record B. holding that there is no right to habeas review of administrative evidentiary determinations before a district court where direct review of the administrative proceedings is available in the appellate courts C. holding that a district courts review of a 6330d appeal is limited to the administrative record and the parties are not entitled to discovery D. holding that judicial review of decisions of military correction boards is review of the administrative record conducted under the administrative procedure act E. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record

assistant: The best answer is A. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of Borrower and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Borrower agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by Company or MCOA CA of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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: Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower, Equity Owner and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has (a) not entered into this transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan and the transactions contemplated by the Master Lease Documents, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan and the transactions contemplated by the Master Lease Documents, exceed Borrower’s total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan and the transactions contemplated by the Master Lease Documents, be greater than Borrower’s probable liabilities, including the probably maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Neither Borrower nor Master Tenant intends to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower or Master Tenant, respectively, and the amounts to be payable on or in respect of obligations of Borrower or Master Tenant, respectively, and the anticipated need to refinance the Loan in order to repay it on the Maturity Date). No petition in bankruptcy has been filed against Borrower, Master Tenant or any constituent Person of Borrower or Master Tenant in the last seven (7) years, and neither Borrower, Master Tenant nor any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower, Master Tenant nor any of its constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s or Master Tenant’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or Master Tenant, and the transactions contemplated by the Master Lease Documents or such constituent Persons.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as specifically provided for herein, the waiver from time to time by either of the Parties of any of their rights or their failure to exercise any remedy will not operate or be construed as a continuing waiver of same or of any other of such Party’s rights or remedies provided in this Agreement.

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: The Corporation shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, a number of whole shares of Stock having a Fair Market Value, as determined by the Corporation, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Corporation with respect to such Option. Alternatively, or in addition, in its sole discretion, the Corporation shall have the right to require the Grantee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Corporation arising in connection with the exercise. The Corporation shall have no obligation to deliver shares of Stock or cash, or to release shares of Stock from an escrow established pursuant to the Award Agreement, until the Corporation’s tax withholding obligations have been satisfied by the Grantee.

assistant: Tax Withholdings
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: Id. at 679. Tewell notes that the Illinois Supreme Court has “expressly held that due-on-sale provisions are valid per se.” Id. at 680. Likewise, the Texas Supreme Court has ruled that due on sale clauses are valid and enforceable. Sonny Arnold, 633 S.W.2d at 811. The Debtor, in the case at bar, obtained title to the Property through execution of a warranty deed by the original mortgagors, the Morgans, in violation of the due on sale clause in the First Lien Note. [Finding of Fact No. 9], This Court is persuaded by the line of cases holding “that a debtor who obtained residential property from S 1308 (Bankr.N.D.Cal. 2010) (original debtor placed a junior encumbrance on property and did not attempt to sell to third party); and In re Allston, 206 B.R. 297, 299 (Bankr.E.D.N.Y.1997) (<HOLDING>). ii. Case where the facts are not Options: A. holding debtor could cure after the debtor had previously made payments to the bank B. holding debtor could cure default partly because the bank held a recourse loan and therefore could recover against the original borrower personally C. holding postconfirmation preconversion payments made by a reorganized debtor could not be recovered by the chapter 7 trustee upon conversion because the payments had been made from property which had revested in the reorganized debtor upon confirmation and was no longer property of the estate D. holding that the bank was not entitled to reform the note which stated that debtor would make monthly payments less than what the parties intended even though error was mutual mistake of parties where debtor made all of the previous payments was retired and could not afford to pay any additional obligations to the bank and meet his current living expenses E. holding postpetition payments due to the debtor under a prepetition noncompete agreement were not property of the estate because the debtor had not done all acts necessary to accrue his right to the future payments

assistant: The best answer is A. holding debtor could cure after the debtor had previously made payments to the bank
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: Gutierrez, a native and citizen of Mexico, petitions for review of the decision of the Board of Immigration Appeals (“BIA”) affirming an immigration judge’s decision denying her application for cancellation of removal on the ground that she failed to meet the “exceptional and extremely unusual hardship” requirement. We dismiss the petition for lack of jurisdiction. Gutierrez moved the BIA to reopen on the grounds that she suffered a violation of due process as a result of the ineffective assistance of an unaccredited representative, but her new counsel, Ricci and Sprouls, failed to petition this Court for review of the BIA’s denial of this motion. As a result, we do not have jurisdiction to hear the issue. See Stone v. INS, 514 U.S. 386, 405-06, 115 S.Ct. 1537, 131 L.Ed.2d 465 (1995) (<HOLDING>); 8 U.S.C. § 1252(b)(6) (regarding Options: A. holding that if a single primary right should be invaded by two distinct and separate legal wrongs two causes of action would result B. holding under garrison that officers should have known that building contained two separate apartments because officers prior to search noticed two separate voice boxes by front door and a letter indicating two apartments this information should have prompted further investigation C. holding that the evidence supported two separate convictions and punishments for two attempted robberies of two different victims who suffered separate and distinct harms D. holding that under the former rules congress envisioned two separate petitions filed to review two separate final orders E. holding unanimity requirement not violated when charge stated two separate counts with two separate and distinct offenses in each case

assistant: The best answer is D. holding that under the former rules congress envisioned two separate petitions filed to review two separate final orders
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 together with the other agreements to be entered into as contemplated by this Agreement (the " Other Agreements ") constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and the Other Agreements and supersede all prior correspondence, agreements, negotiations, discussions and understandings, written or oral. Except as specifically set out in this Agreement or the Other Agreements, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Agreement or the Other Agreements or which induced any Party to enter into this Agreement or the Other Agreements. No reliance is placed on any representation, warranty, opinion, advice or assertion of fact made either prior to, concurrently with, or after entering into, this Agreement or any Other Agreement, or any amendment or supplement hereto or thereto, by any Party to this Agreement or any Other Agreement or its Representatives, to any other Party or its Representatives, except to the extent the representation, warranty, opinion, advice or assertion of fact has been reduced to writing and included as a term in this Agreement or that Other Agreement, and none of the parties to this Agreement or any Other Agreement has been induced to enter into this Agreement or any Other Agreement or any amendment or supplement by reason of any such representation, warranty, opinion, advice or assertion of fact. There is no liability, either in tort or in contract, assessed in relation to the representation, warranty, opinion, advice or assertion of fact, except as contemplated in this Section.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: subject to court approval are binding before court approval. See In re Frye, 216 B.R. 166, 173-74 (Bankr. E.D.Va.1997). The Frye court explained that those courts that view such agreements as binding reason that contract formation and court approval require different analyses (the court adopted that view). Id. at 173; see also In re United Shipping Co., 1989 WL 12728, at *5 (Bankr.D.Minn. Feb.17, 1989) (“The considerations a court looks at in approving a settlement are entirely different than whether or not there was an agreement at all.”). On the other hand, other courts look to the Code and reason that if “judicial approval [is] necessary to go forward, an agreement could not be binding absent the required approval.” Id.; see also In re Sparks, 190 B.R. 842, 843 (Bankr.N.D.Ill.1996) (<HOLDING>). But this split only addresses the parties’ Options: A. holding that the bankruptcy court lacked subject matter jurisdiction over counterclaims asserted by the bankruptcy estate against a creditor where the claim is a state law action independent of the federal bankruptcy law and not necessarily resolvable by a ruling on the creditors proof of claim in the bankruptcy emphasis added B. holding that the creditor did not satisfy the foregoing requirement because it was trying to exercise the avoidance power for itself as a sole creditor not for the benefit of the debtors estate or the creditors as a whole C. holding creditors lacked standing to file an adversary action asserting the interests of the estate in seeking to prevent a former principal of the debtor from interfering with the chapter 11 reorganization given the lack of showing of the debtors consent and any determination by the bankruptcy court that the suit would be beneficial to the estate and necessary to a fair and efficient resolution of the bankruptcy proceedings D. recognizing that a court may reverse the pelrbs actions where those actions are arbitrary capricious or an abuse of discretion not supported by substantial evidence on the record taken as a whole or otherwise not in accordance with law E. holding that contracts are not binding before court approval because the debtorinpossession operates as a fiduciary any actions taken by the debtor are to be in the best interests of the creditor body as a whole for that reason the debtors actions are subject to review by the creditors of the estate and the bankruptcy court

assistant: The best answer is E. holding that contracts are not binding before court approval because the debtorinpossession operates as a fiduciary any actions taken by the debtor are to be in the best interests of the creditor body as a whole for that reason the debtors actions are subject to review by the creditors of the estate and the bankruptcy 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: The Board of SG Blocks, Inc. (the “ Company ”) adopted the SG Blocks, Inc. Stock Option Plan effective as of October 26, 2016 (the “ Effective Date ”), with 1.5 million Shares reserved for issuance thereunder, subject to stockholder approval within 12 months thereafter in order to authorize the issuance of Incentive Stock Options to Employees thereunder. The Board desires to amend and restate the SG Blocks, Inc. Stock Option Plan in order to, among other things, increase the number of Shares reserved for issuance thereunder and to authorize other types of Awards thereunder, in addition to Stock Options. Therefore, effective as of January 30, 2017 (the “ Restatement Date ”), the SG Blocks, Inc. Stock Option Plan is hereby amended and restated in its entirety as set forth herein as the SG Blocks, Inc. Stock Incentive Plan (the “ Plan ”), subject to the approval of the Plan by the stockholders of the Company in order to authorize the issuance of Incentive Stock Options to Employees hereunder. Definitions of capitalized terms used in the Plan are contained in Section 2 of the Plan.

assistant: Amendments
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 use the proceeds of the Loans solely (i) for working capital and general corporate purposes (including for Permitted Business Acquisitions) of the Loan Parties and their Subsidiaries, including, together with a portion of the loans made under the ABL Loan Documents, to refinance on the Closing Date the indebtedness outstanding under the DIP ABL Credit Agreements (and to replace or backstop letters of credit outstanding thereunder) and the DIP Term Loan Agreement in accordance with the Reorganization Plan, (ii) to pay outstanding allowed administrative expenses and allowed claims all in accordance with the Reorganization Plan and (iii) to pay the Transaction Expenses.

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: In case any provision of this Promissory Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Promissory Note will not in any way be affected or impaired thereby.

assistant: Enforceability
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 otherwise expressly set forth herein, all payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided in the Loan Documents, all payments by any Loan Party under the Loan Documents shall be made, without any presentment thereof, directly to the Lenders, at the respective Lending Offices of the Lenders; provided , that , if at the time of any such payment a Lender is a Defaulting Lender, such Defaulting Lender’s pro rata share of such payment shall be made directly to the Administrative Agent at the Administrative Agent’s Office. The Loan Parties will make such payments in Dollars, in immediately available funds not later than 2:00 p.m. on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as the Lenders may from time to time direct in writing. All payments received by the Lenders after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower promises to pay to Lender, within five (5) business days after written notice from Lender, all out-of-pocket costs, expenses, disbursements, property taxes, escrow fees, title charges and legal fees and expenses actually incurred by Lender or its counsel (which must be reasonable provided no Event of Default has occurred and is existing) in the negotiation, funding, enforcement or attempted enforcement, by foreclosure or otherwise, of this Note or any of the Security Instruments. Without limitation on the foregoing, Borrower agrees to pay all out-of pocket costs of collection, including attorneys' fees and costs (whether or not for salaried attorneys regularly employed by Lender) and all costs of any action or proceeding (including any bankruptcy proceeding or any non-judicial foreclosure or private sale) actually incurred by Lender, in the event any payment is not paid when due, or in case it becomes necessary to enforce any other obligation of Borrower hereunder or to protect the security for the indebtedness evidenced hereby, or for the foreclosure by Lender of any of the Security Instruments, or in the event Lender is made a party to any litigation because of the existence of the indebtedness evidenced by this Note, or because of the existence of any of the Security Instruments . All such costs are secured by the Security Instruments. The obligation of Borrower to repay all such out of-pocket costs and any other advances by Lender are secured by the Security Instruments and shall be deemed to be evidenced by this Note and shall accrue interest at the Contract Rate or the Past Due Rate, whichever is then applicable .

assistant: Costs