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: than the question of when the statute of limitations begins to run — indicates that it did not necessarily consider Lopez-Flores to be directly controlling as to the issue at hand. Are, 498 F.3d at 464. 5 .The Second and Third Circuits explicitly stated that § 1326 is not a continuing offense. In Santana-Castellano, the Fifth Circuit articulated a position that may be considered either a middle ground or a clarification of the holdings in Rivera-Ventura and DiSantillo. It stated that "[w]here a deported alien enters the United States and remains here with the knowledge that his entry is illegal, his remaining here until he is ‘found’ is a continuing offense.” Santana-Castellano, 74 F.3d at 598 (emphasis added); see also United States v. Gunera, 479 F.3d 373, 376-77 (5th Cir.2007) (<HOLDING>). The practical effect of Santana-Castellano is Options: A. recognizing burdixdana represents the majority view but rejecting its interpretation of 18 usc 3282 B. holding that the phrase resident alien means an alien lawfully residing in the united states C. holding that district courts acceptance of a defendants guilty plea to bringing an unlawful alien into the united states under 8 usc 1324alai was plain error in part because the defendant did not accompany or arrange to have a person accompany the alien across the border and we have found no case where a defendant has been convicted under clause i of this statute for bringing an alien into the united states except where the defendant accompanied or arranged to have the alien accompanied as in a smuggling operation across the border D. recognizing objective standard applicable under 42 usc 1983 and suits under united states constitution E. recognizing that the holding of santanacastellano continues to be the standard by which we determine whether an alien has been found in the united states for purposes of the applicable fiveyear statute of limitations under 18 usc 3282

assistant: The best answer is E. recognizing that the holding of santanacastellano continues to be the standard by which we determine whether an alien has been found in the united states for purposes of the applicable fiveyear statute of limitations under 18 usc 3282
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: Once executed and delivered, each of the Collateral Documents creates, as security for the Indebtedness of the Borrower to the Lenders or the obligations for the Guarantors under their respective Guaranty, a valid and enforceable, and upon making the filings and recordings referenced in the next sentence, perfected Lien on all of the Collateral subject thereto from time to time, in favor of the Agent for the benefit of the Lenders, superior to and prior to the rights of all third persons and subject to no other Liens, except that the Collateral under the Collateral Documents may be subject to Permitted Encumbrances. No filings or recordings are required in order to perfect the Liens created under any Collateral Document except for filings or recordings required in connection with any such Collateral Document that shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof. All recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Collateral Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid.

assistant: Liens
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 WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS TO BE APPLIED.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana without regard to its conflict of law principles. All payments made or required to be made hereunder by Employer shall be subject to applicable and other withholdings as required by law.

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 legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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: Norwest v. Presbyterian Intercommunity Hosp., 293 Or 543, 569, 652 P2d 318 (1982) (child’s distress caused by negligently inflicted harm to parent insufficient to state negligence claim). Rather, a plaintiff must suffer harm “to an interest of a kind that the law protects against negligent invasion.” Solberg v. Johnson, 306 Or 484, 490, 760 P2d 867 (1988). Oregon law has long recognized that the fact that a defendant’s negligence poses a threat of future physical harm is not sufficient, standing alone, to constitute an actionable injury. As this court has explained, “the threat of future harm, by itself, is insufficient as an allegation of damage in the context of a negligence claim.” Zehr, 318 Or at 656; see also Bollam v. Fireman’s Fund Ins. Co., 302 Or 343, 347, 730 P2d 542 (1986) (<HOLDING>) (quoting W. Page Keeton, Prosser and Keeton on Options: A. holding that the threat of irreparable harm must be immediate B. holding that the threat of future harm not yet realized is not enough C. holding that a threat to harm another person is a crime of violence D. holding declaratory relief is inappropriate where the constitutional injury has already occurred and there is no threat of future harm E. holding that plaintiffs who alleged a subjective chill of their first amendment rights failed to establish specific present objective harm or a threat of specific future harm

assistant: The best answer is B. holding that the threat of future harm not yet realized is not enough
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 Plan became effective on March 3, 2015 (the “Effective Date”). This second amendment and restatement of the Plan will become effective on the date it is approved by the Company’s stockholders.

assistant: Effective Dates
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: customs and practices of the trade could conclude that WQIS’s liability under Coverage C ceased once the Coverage A limit was reached. See Morgan Stanley, 225 F.3d at 275 (describing when a contract provision is ambiguous). First, the phrase “liabilities covered” in the Coverage C insuring provision could reasonably be read to refer only to liabilities that WQIS was required to cover under Coverage A, that is, up to $5 million per vessel. Under this interpretation, any liability above $5 million was not “covered,” and - therefore defense costs incurred with respect to liabilities above $5 million did not arise from “liabilities covered.” See Stonewall Ins. Co. v. Asbestos Claims Mgmt. Corp., 73 F.3d 1178, 1219 (2d Cir. 1995), modified on other grounds by 85 F.3d 49, 51 (2d Cir. 1996) (<HOLDING>). A reasonable person could conclude that once Options: A. holding that costs are not fixed until judgment is entered and interest can only run on costs when due B. holding that allied may not be held liable for portion of attorneys fees paid pretender of defense due to policy provision precluding reimbursement for defense costs voluntarily incurred C. holding that trustee and personnel liability policy only covered the trustees and not the school itself D. holding that an insurer had no duty to defend in the absence of any cause of action amounting to a potentially covered offense under the insurance policy E. holding where an insurance policy indemnifies defense costs paid as a result of occurrences covered that the insurer need only reimburse defense costs for claims that are established to be covered through judgment and settlement and not for claims only potentially falling within the policys coverage

assistant: The best answer is E. holding where an insurance policy indemnifies defense costs paid as a result of occurrences covered that the insurer need only reimburse defense costs for claims that are established to be covered through judgment and settlement and not for claims only potentially falling within the policys coverage
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Participant remains continuously employed by the Company or a Subsidiary through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively) based upon the achievement of the performance goals and vesting schedule as set forth in the Notice of Grant and the Company shall electronically register one share of Common Stock in the Participant’s name for each vested Unit. Any Restricted Stock Unit that does not vest on the Vesting Date shall be forfeited.

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) The audited consolidated balance sheets of the Company as at December 31, 2015 and the related consolidated statements of operations and of cash flows for the fiscal year then ended, accompanied by a report thereon by Grant Thornton LLP (collectively, the “ Financial Statements ”), present fairly, in all material respects, the consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such Financial Statements, including the related schedules and notes thereto, have been prepared, in all material respects, in accordance with U.S. generally accepted accounting principles (“ GAAP ”) applied consistently throughout the periods involved (except as disclosed therein).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflict of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall be applicable).

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 legal provision and list the applicable contract clause categories. Provision: (a) Neither Borrower nor Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code or Similar Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: he believed that the confidential informant was reliable because he had provided reliable information to police officers in the past, resulting in at least five arrests and two felony convictions. Furthermore, Officer Wiesmueller had been able to verify the confidential informant's tips regarding both the vehicle Scull drove and his home address. ¶ 19. Officer Wiesmueller also detailed for the court commissioner the credentials of both Detective Edersinghe and Voden, and the requirements they had met to designate them as a Police Narcotic Detection Team. Officer Wiesmueller told the court commissioner that Voden had alerted to the presence of controlled substances over 200 times, and in each alert, police had either recovered drugs or a drug nexus. ¶ 20. In 52, 1162-63 (WD. Tex. 1997) (<HOLDING>); People v. Jones, 755 N.W.2d 224, 229 (Mich. Options: A. holding that a dog sniff search of a safe taken by a burglar from the defendants home was a search B. holding a dog sniff outside the defendants front door was not a fourth amendment search C. holding that dog sniff of dryer vent of house was not a search D. holding that a dog sniff around the perimeter of the defendants home and alert near a dryer vent was not a fourth amendment search E. holding that a drugdetection dog sniff outside a garage door at a home was not a search under the fourth amendment

assistant: The best answer is D. holding that a dog sniff around the perimeter of the defendants home and alert near a dryer vent was not a fourth amendment search
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: disqualification of [the] entire law firm simply because one member of [the] firm previously represented [a] client who is now an adversary of [a] client currently represented by [the] firm." 7 Am.Jur.2d Attorneys at Law § 198 (2005) (citing Kala v. Aluminum Smelting & Refining Co., Inc., 81 Ohio St.3d 1, 688 N.E.2d 258 (1998)). 9 . Plaintiffs might disagree with the phrase "heavily involved,” to the extent that Plaintiffs state that Wilson's involvement in Defendants' cases was limited to a "secretarial role.” Plaintiffs' Response to Defendants' Motion to Disqualify, p. 6, ¶ 11. However, even assuming her role as a paralegal would be more aptly termed secretarial, that would not make her any less "heavily involved” under the law. See e.g., Zimmerman, 270 Kan. at 822, 19 P.3d 784 (<HOLDING>). If the matters are substantially related, as Options: A. holding that plaintiff could state a claim for conversion of confidential information B. holding that a person violates 10b and rule 10b5 when he misappropriates confidential information in breach of a duty owed to the source of the information C. holding that access to confidential information didnt transform janitorial staff into confidential employees under branti D. holding records did not qualify as exempt confidential commercial information under exemption 4 because the information was not actually confidential E. holding that the use of a chinese wall could not be used to screen a secretary when she possessed confidential information

assistant: The best answer is E. holding that the use of a chinese wall could not be used to screen a secretary when she possessed confidential information
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: During the first four months of Executive’s employment with the Company, Executive shall be paid a base salary (“Base Salary”) of $20,833 per month (or $250,000 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Effective January 1, 2013, Executive’s Base Salary will be increased to $25,000 per month (or $300,000 on an annualized basis). Thereafter, starting in 2014, during the Company’s annual review process (to take place in the first quarter of the applicable calendar year), Executive’s Base Salary shall be reviewed on an annual basis for possible increase (but not decrease) based on the Company’s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Executive’s “Base Salary” for purposes of this Agreement.

assistant: Base Salary
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: than focusing on the bond between the parent and child. This interpretation is also consistent with the views of the other appellate courts: Although the children were placed with a relative, the availability of relative placement does not mean that termination of the mother’s parental rights is not the least restrictive means of preventing harm. Courts have frequently determined that the availability of a relative placement is not the dispositive consideration under the least restrictive means test. See In re Z.C., 88 So.3d 977 (Fla. 2d DCA 2012); S.S. v. Dep’t of Children & Family Servs., 891 So.2d 1068, 1070 (Fla. 2d DCA 2004); R.L. v. Dep’t of Children & Families, 955 So.2d 1240 (Fla. 5th DCA 2007); see also N.S. v. Dep’t of Children & Families, 36 So.3d 776, 779 (Fla. 3d DCA 2010) (<HOLDING>). S.M., 190 So.3d at 129. In termination of Options: A. holding that a mother and her two children failed to establish a 1983 claim where there was no evidence that threats made to the mother were directly aimed at the relationship between parent and child B. holding that the existence of possible placement with a relative is irrelevant to the least restrictive means test where dcf made reasonable but unsuccessful efforts to rehabilitate the mother and provide services to her and her children with the goal of reuniting them as a functional family C. holding birth mothers samesex partner was a presumed mother because she received the children into her home and openly held them out as her natural children D. holding the evidence was sufficient to support termination under subsection n when after release from prison the defendant was advised of visitation but only visited with his children twice and made no further efforts to be involved with them and a case worker testified that all reasonable efforts were made to return the children to the parents E. holding mothers due process rights were not violated when her appointed counsel was allowed to withdraw and hearing was held without mother because the record showed mother did not inform counsel of her whereabouts after moving thereby frustrating counsels efforts to contact her and because mother was properly served with notice of the termination hearing

assistant: The best answer is B. holding that the existence of possible placement with a relative is irrelevant to the least restrictive means test where dcf made reasonable but unsuccessful efforts to rehabilitate the mother and provide services to her and her children with the goal of reuniting them as a functional family
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: Without in any way limiting any rights of Lender under this Agreement or the other Loan Documents, Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement and the Loan; provided , however , that so long as no Event of Default shall have occurred and be continuing, Lender agrees that no portion of the rights and obligations under this Agreement and the Loan shall be assigned to an ALX Competitor without the prior consent of Borrower, which consent shall not be unreasonably withheld in the case of an ALX Competitor other than an Initial ALX Competitor (provided that such prohibition on assignment does not apply to any Person that purchases or holds any Securities pursuant to a Securitization). Upon such assignment, from and after the effective date thereof, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder. The assigning Lender shall promptly notify Borrower of the consummation of any such assignment, which notification shall include the name and notice information of the assignee. Borrower will not in any event be required to incur, suffer or accept any expense or (except to a de minimis extent not in excess of $25,000.00 in the aggregate (including Borrower’s expenses in connection with Lender selling participations pursuant to Section 11.2 ) and incurred within 120 days of the Closing Date) liability in connection with a Lender assignment pursuant to this Section 11.1. Notwithstanding the foregoing or anything to the contrary contained herein, for so long as BOC holds all or any portion of the Loan, then, in connection with the request for any approval or consent hereunder or under the other Loan Documents or in connection with any amendment or other modification hereof or of the other Loan Documents, Borrower shall be entitled to rely conclusively on the approval of, or execution by, BOC of the foregoing unless BOC has informed Borrower in writing that the approval of, or execution by, any other Person holding a direct interest in the Loan is also required.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Supreme Court carefully analyzed Schmerber and other opinions. The court concluded that its decision was in accord with the view of a majority of the courts that had considered the issue. The court also considered the burden on law enforcement of obtaining a warrant: Further, requiring law enforcement to consider other factors places an unreasonable burden on law enforcement. For instance, though the officer may be familiar with the area in which the accident occurred, the officer has no control over how long it would take to travel to a judge or the judge's availability. The officer 335 (1992) (relying mainly on the Oregon Constitution in declining to hold that blood-alcohol dissipation creates a per se exigency); Bristol v. Commonwealth, 272 Va. 568, 636 S.E.2d 460, 464 (2006) (<HOLDING>). 11 . 90 P.3d 156. 12 . Schmerber, 384 U.S. at Options: A. holding that the dissipation of alcohol from a persons blood stream constitutes a sufficient exigency to justify a warrantless blood draw B. holding that blood alcohol dissipation was not sufficient by itself to create an exigent circumstances exception to virginia statutory requirement that the driver be arrested within three hours of the offense C. holding that exigent circumstances were created by dissipation of bloodalcohol content in time needed to obtain a warrant D. holding that in drunkdriving investigations the natural dissipation of alcohol in the bloodstream does not constitute an exigency in every case sufficient to justify conducting a blood test without a warrant E. recognizing exigent circumstance exception to warrant requirement

assistant: The best answer is B. holding that blood alcohol dissipation was not sufficient by itself to create an exigent circumstances exception to virginia statutory requirement that the driver be arrested within three hours of the offense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: facts alleged in the complaint must be taken as true before deciding whether there is reasonable cause to believe that a violation of the Rules of Professional Conduct has occurred. This is no different than the standard imposed in either a criminal or a civil context for motions to dismiss the initiating pleading. See N.M. Life Ins. Guar. Ass’n v. Quinn & Co., 111 N.M. 750, 753, 809 P.2d 1278, 1281 (1991) (“A motion to dismiss tests the legal sufficiency of the complaint. In considering a motion to dismiss for failure to state a claim upon which relief can be granted, we must accept as true all well-pleaded facts and question only whether the plaintiff might prevail under any state of facts provable under the claim.”); State v. Wasson, 1998-NMCA-087, ¶ 5, 125 N.M. 656, 964 P.2d 820 (<HOLDING>). {11} To the extent that Respondent contends Options: A. recognizing that when considering pretrial motions attacking the sufficiency of an indictment or information the factual allegations in the states pleadings are taken as true B. holding that when a respondent fails to challenge factual allegations contained in a petition for the writ of mandamus the appellate court accepts as true the factual statements in the petition C. recognizing that the partys factual complaint if taken as true affirmatively established that the other tribunal had no jurisdiction D. holding that when deciding a motion for judgment on the pleadings the court must construe the material allegations in the complaint in favor of the nonmoving party as true E. holding that where the plaintiff is pro se the court must consider as evidence in his opposition to summary judgment all of plaintiffs contentions offered in motions and pleadings where such contentions are based on personal knowledge and set forth facts that would be admissible in evidence and where plaintiff attested under penalty of perjury that the contents of the motions or pleadings are true and correct

assistant: The best answer is A. recognizing that when considering pretrial motions attacking the sufficiency of an indictment or information the factual allegations in the states pleadings are taken as true
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If Section 11(d)(1)(A) or Section 11(d)(2) is triggered in accordance with its terms, the Company will: (i) subject to Sections 11(e) and 11(j) below, beginning within 30 days after Executive’s separation from service as defined by Treasury Regulation § 1.409A-1(h) (“Separation from Service”), pay Executive in 36 substantially equal monthly installments in an overall amount equal to 2.99 times the Executive’s annual salary (determined as of the day before the date Executive’s employment was terminated) and (ii) subject to Sections 11(e) and 11(j) below, if Section 11(d)(1)(B) is triggered in accordance with its terms, beginning within 30 days after a Change in Control, the Company will pay Executive in 36 substantially equal monthly installments in an overall amount equal to 2.99 times the Executive’s annual salary (determined on the day before the date Executive’s employment was terminated).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT, THE SECURED PARTIES AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.16 .

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 legal provision and list the applicable contract clause categories. Provision: (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Requirements of Law. If any applicable Requirements of Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose in violation of Regulation T, U or X of the FRB.

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: are reasonable. See Nat’l Ass’n of Concerned Veterans, 675 F.2d at 1327. The plaintiff’s invoice “ ‘need not present the exact number of minutes spent[,] nor the precise activity to which each hour was devoted[,] nor the specific attainments of each attorney.’” Holbrook, ion of the DCPS fee schedule to determine prevailing attorney rates for IDEA cases. See Jackson, 696 F.Supp.2d at 103 (declining to apply the DCPS fee schedule because the defendant provided no evidence to show how it represented prevailing market rates and because precedent supported application of the Laffey Matrix). The defendants here have not offered any evidence to indicate the methodology by which the DCPS fee schedule was calculated, nor why it should be applied in this case. See Cox, 754 F.Supp.2d at 76 (<HOLDING>). The court therefore declines to apply the Options: A. holding that commentary to the guidelines is treated as an agencys interpretation of its own legislative rule B. holding that defense counsel need only consult and be governed by his clients wishes when the question arises as to whether or not a plea of guilty should be entered trial by jury waived or whether the defendant should take the witness stand in his own defense C. holding that the laffey matrix should apply because the defendant offered no reasoned defense for its own guidelines D. holding that a district judge does not enjoy the benefit of a legal presumption that the guidelines sentence should apply E. holding that blakely does not apply to the federal sentencing guidelines

assistant: The best answer is C. holding that the laffey matrix should apply because the defendant offered no reasoned defense for its own guidelines
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 the clerk who was arrested and the events surrounding the arrest of her boss; and Wang’s failure to include the officials’ search of her home and their threat of a fine against her mother in her asylum application. The inconsistencies and omissions on which the IJ relied provide “specific, cogent reasons” that “bear a legitimate nexus” to the finding. See Secaida-Rosales, 331 F.3d at 307; see also Ramsameachire v. Ashcroft, 357 F.3d 169, 178 (2d Cir.2004). The IJ’s adverse credibility finding is substantially supported by the record. Because Wang waived her right to challenge the IJ’s insufficiency of evidence determination by failing to brief it on appeal, see Yueqing Zhang v. Gonzales, 426 F.3d 540 (2d Cir.2005); LoSacco v. City of Middletown, 71 F.3d 88, 92-93 (2d Cir.1995) (<HOLDING>), a review of that finding is unnecessary. For Options: A. holding that issues not raised in an initial brief on appeal are deemed abandoned B. holding that issues not raised in an appellants initial brief are deemed abandoned C. holding that petitioner abandoned issues and claims not sufficiently raised in his brief D. holding that an issue is abandoned when not raised in an appellate brief E. holding an issue is deemed abandoned and will not be considered on appeal if the argument is raised in a brief but not supported by authority

assistant: The best answer is D. holding that an issue is abandoned when not raised in an appellate brief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for Marais, .would riot likely have suggested consideration of this argument if it thought our prior precedent clearly settled the issue against Marais. Since our prior precedent, reviewed above, would, if followed, settle the issue against Marais, the Court takes the Circuit’s statement as a directive to reconsider the analysis employed in previous district decisions before the Circuit does it for us. See also Mellentine v. Ameriquest Mortg. Co., 515 Fed.Appx. 419, 424-25 (6th Cir.2013) (showing the softening stance on qualifying damages by holding that a plaintiff who alleged amorphous “damages in an amount not yet ascertained, to be proven at trial” could satisfy the actual damages element); Houston v. U.S. Bank Home Mortg. Wis. Servicing, 505 Fed.Appx. 543, 548 n. 6 (6th Cir.2012) (<HOLDING>). This Court still recognizes that there is Options: A. holding that actual damages under respa included emotional damages B. holding that even emotional damages could constitute actual damages for purposes of 2605f1a C. holding that a plaintiff can seek statutory damages even in the absence of actual damages D. holding that respas actual damages provision allows for the recovery of emotional distress E. holding that under privacy act federal government waived its sovereign immunity with respect to actual damages but not with respect to damages for mental or emotional distress

assistant: The best answer is B. holding that even emotional damages could constitute actual damages for purposes of 2605f1a
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information.

assistant: Yes
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 (including all schedules and exhibits hereto and Sales Notices issued pursuant hereto) and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof.

assistant: Integration
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: or service cost and cannot be deducted from the gross proceeds accruing from retail sales. Therefore, gross proceeds, as referenced in paragraph (1) include, but aré not limited to consultation fees, sitting fees, and all other fees when such fees are charged in conjunction with the sale of photographs, blueprints, and other items sold by the retailer as provided in paragraph (1). Any reasonable and customary retainer fee separately stated on the photographer’s contract that is both nonrefundable and may not be credited toward any purchase of photographs is not taxable. The separate fee is unrelated to the production of the finished photographs.” Ala. Admin. Code (Dep’t of Revenue), Rule 810-6-1-.119 (Photographs, Photostats, Blueprints, Etc.). The De 679 So.2d 1059 (Ala.Civ.App.1995) (<HOLDING>). On appeal, Omni argued that there was “no Options: A. holding there were no grounds for challenging in a termination proceeding the alleged failure to comply with the ada in the provision of services because services are not required by the termination statute B. holding that the sale of a painted portrait was incidental to the provision of an artists creative services C. holding that artists graffitipainted clothing items serve a predominantly expressive purpose and their sale is consequently protected under the first amendment D. holding that the ucc applies to a computer software license with an additional obligation to provide incidental services where the predominant thrust of the contract was the sale and support of the software E. holding that the first amendment protects an artists original paintings and that plaintiffs sale of his paintings did not remove them from the ambit of protected expression

assistant: The best answer is B. holding that the sale of a painted portrait was incidental to the provision of an artists creative services
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: designs are considered to be functional if they are important to the commercial success of the product. See 1 McCarthy on Trademarks § 7:79. However, the Third Circuit has narrowed the application of the aesthetic functionality theory by insisting that a feature must be “significantly related to the utilitarian function of the product” to be functional. Keene Corp. v. Paraflex Indus., Inc., 653 F.2d 822, 825 (3d Cir.1981). The Third Circuit’s limitation on aesthetic functionality was not before the Court in TrafFix, and there is no basis in that decision for considering Keene overruled. If a product feature or design is found to be functional, courts need not engage in speculation about other possible ways of configuring the feature or design. TrafFix, 532 U.S. at 32, 121 S.Ct. 1255 (<HOLDING>). In addition, one may have a pro-tectable Options: A. holding that trial court abused its discretion in adopting the magistrates finding that husband should have funds remaining from sale of home because the finding was based on speculation not evidence B. holding that the court of appeals should not have relied on visible fiction it should have viewed the facts in the light depicted by the videotape C. holding expert testimony remedies speculation by the court D. holding that speculation as to how the evidence might have been beneficial was not enough E. holding the court of appeals should not have engaged in speculation about other design possibilities for a dualspring mech anism that a competitor could have used because the dualspring mechanism was functional

assistant: The best answer is E. holding the court of appeals should not have engaged in speculation about other design possibilities for a dualspring mech anism that a competitor could have used because the dualspring mechanism was functional
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: Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member; provided , however, that the Borrowers and their Subsidiaries shall be permitted to effect a sale and leaseback transaction so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect to such transaction, the Borrowers shall be in compliance with the requirements of Section 6.1 .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may terminate this eula by sending written notification to the company at privacy@musical.ly , deleting the apps from your mobile devices , and terminating all other uses of the service .

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: As compensation for services performed under and during the term of this Agreement, the Employee shall receive a minimum annual base salary (“Base Salary”) at a rate of Four Hundred Sixteen Thousand Two Hundred Eighty-Nine Dollars ($416,289). The Employee’s minimum Base Salary may be increased (but not decreased, except for across-the-board salary reductions based on the Employers’ financial performance similarly affecting all executive officers of the Employers) from time to time during the term hereof by such amounts as the Compensation Committee of the Company’s Board of Directors in its sole discretion may determine.

assistant: Base Salary
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 may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant. Upon such termination the Consultant is entitled to the remuneration and any other benefits, and any other reasonable accrued expenses which may have incurred on behalf of the Company, due to the Consultant up to and including the date of termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller and Guarantor shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that Buyer may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Facility Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first‑priority of the security interests created or intended to be created hereby. Seller and Guarantor shall do all things necessary to preserve the Repurchase Assets so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller and Guarantor will comply with all rules, regulations, and other laws of any Governmental Authority and cause the Repurchase Assets to comply with all applicable rules, regulations and other laws. Neither Seller nor Guarantor shall allow any default for which it is responsible to occur under any Repurchase Assets or any Facility Document and each of Seller and Guarantor shall fully perform or cause to be performed when due all of its obligations under any Repurchase Assets or the Facility Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or child support. Thus, even if the Former Wife established need, the trial court abused its discretion in accepting and adopting the magistrate’s recommended order because there is no competent, substantial evidence to support the magistrate’s determination that the Former Husband has the ability to pay. See Kearley v. Kearley, 745 So.2d 987, 988 (Fla. 2d DCA 1999) (“We conclude that the trial court abused its discretion in awarding the appellee $1400 per month in alimony. According to the financial affidavit, appellant’s monthly net income is $3,380.41. After deducting his average monthly expenses from his net income, including the $1400 alimony, appellant is left with a deficiency of $818.59 per month.”); see also McCann v. Crumblish-McCann, 21 So.3d 170, 172 (Fla. 2d DCA 2009) (<HOLDING>); Hotaling v. Hotaling, 962 So.2d 1048, 1051 Options: A. holding that the trial court abused its discretion in ordering temporary alimony that exceeded the husbands ability to pay B. holding that the trial court exceeded its discretion because its judgment created financial obligations for the husband that after deducting the wifes periodicalimony award from the husbands net income exceeded his remaining income C. holding that although trial judges have broad discretion in setting temporary alimony awards any such award must be supported by competent substantial evidence that demonstrates the need for support and the paying spouses ability to pay D. holding in part that the trial court abused its discretion in granting a temporary injunction in the absence of a showing that the plaintiff did not have an adequate remedy at law E. holding that final judgment ordering 4000 in monthly alimony created presumption in subsequent proceedings that husband had ability to pay that amount

assistant: The best answer is A. holding that the trial court abused its discretion in ordering temporary alimony that exceeded the husbands ability to pay