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: issue. SCRA 1986, 12-216 (Cum.Supp.1995); see also State v. Casteneda, 97 N.M. 670, 674, 642 P.2d 1129, 1133 (Ct.App.1982). The trial court asked during closing argument whether the sole issue was the exigent circumstances question, and neither the prosecutor nor defense counsel corrected the court’s impression. After the trial court orally ruled in favor of the State on the exigent circumstances question, defense counsel asked to clarify several points. None of the matters sought to be clarified involved the pretext issue sought to be argued here, and counsel did not request that the trial court rule on this issue. Under these circumstances we hold that Defendants failed to preserve this issue for appellate review. Cf. State v. Montoya, 116 N.M. 297, 304, 861 P.2d 978, 985 (Ct.App.) (<HOLDING>), cert. denied, 116 N.M. 364, 862 P.2d 1228 Options: A. holding that where there is insufficient evidence to permit a reasonable factual finding of originality the question may be disposed of as an issue of law at summary judgment B. holding we may consider an issue raised for the first time on appeal when the issue presented is purely one of law and depends on the factual record developed below C. holding claim of pretextual purpose necessitates finding on factual issue D. holding that a calculation of the amount of loss is a factual finding E. holding that factual pleadings on this issue are weak but sufficient

assistant: The best answer is C. holding claim of pretextual purpose necessitates finding on factual issue
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: Valu, 218 F.3d 869, 870 (8th Cir.2000). Solimán argues the district court should have granted his March 29 motion for an extension, because he suffered from extreme family hardship due to the unexpected death of his father. While we sympathize with Soliman’s situation and may have taken different action than did the district court, we cannot say the district court abused its considerable discretion in denying Soliman’s March 29 motion for an extension. The district court did not preclude Solimán from filing a response to the Secretary’s motion for summary judgment. Rather, it merely enforced a deadline governing the timing of submissions and denied any enlargement beyond the extension of time already granted. See Biby v. Kansas City Life Ins. Co., 629 F.2d 1289,1293 (8th Cir.1980) (<HOLDING>). Even pro se litigants must comply with court Options: A. recognizing broad district court discretion to stay proceedings as an incident to its power to control its docket B. recognizing that court has inherent power to control the judicial business before it C. holding a defendant is liable as a control person if the defendant had the power to control the general affairs of the entity primarily liable at the time the entity violated the securities laws but declining to decide whether power to control means simply abstract power to control or actual exercise of the power to control internal quotations omitted D. recognizing that knowledge and dominion and control are separate elements and stating that it is conceivable that an accused might be well aware of the presence of the substance but have no ability to maintain control over it E. holding it is critical to the trial courts power of control over its own docket and its ability to serve effectively all litigants that it maintain control over progress of cases before it including requests for extensions of time

assistant: The best answer is E. holding it is critical to the trial courts power of control over its own docket and its ability to serve effectively all litigants that it maintain control over progress of cases before it including requests for extensions of time
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the console of a vehicle was “carried” as to the driver of the vehicle. Id. at 677. In United States v. Fike, 82 F.3d 1315 (5th Cir.1996), the Fifth Circuit determined that a firearm located within reach under the driver’s seat was carried. Id. at 1328. In United States v. Riascos-Suarez, 73 F.3d 616 (6th Cir.1996) the court held that a firearm which is immediately available for use, meaning on the person or within reach is carried under the statute. The court considered a handgun protruding from the driver’s side console a “carry” under that standard. Id. at 623. Additionally, the First, Fourth, Seventh, and Tenth Circuits do not even require that the firearm be accessible in order to be “carried” in a vehicle. See United States v. Cleveland, 106 F.3d 1056, 1066 (1st Cir.1997) (<HOLDING>); United States v. Mitchell, 104 F.3d 649, Options: A. holding that a defendant carries a weapon by transporting it in a car within his reach but reserving the question of whether a firearm locked in the trunk would also be carried B. holding that guns located in trunk of car were carried under statute C. holding that the term carry includes driving a car with guns locked in the glove compartment or the trunk D. holding that carry includes driving a car with guns locked in the glove compartment or the trunk E. holding recovery of stolen guns from trunk of accuseds car was insufficient corroboration of testimony of accomplice who lived with accused and used his car

assistant: The best answer is B. holding that guns located in trunk of car were carried under statute
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: Interest on the balances of the Members’ capital related to the Members’ GP-Related Member Interests (excluding capital invested in GP-Related Investments and, if deemed appropriate by the Managing Member, capital invested in any other investment of the Company) shall be credited to the Members’ GP-Related Capital Accounts at the end of each accounting period pursuant to Section 5.2, or at any other time as determined by the Managing Member, at rates determined by the Managing Member from time to time, and shall be charged as an expense of the Company.

assistant: Interests
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 execution, delivery and performance of this Agreement, the Indenture, the Notes, the VCOC Letter and each Issuer Agreement (the “ Transaction Agreements ”) and the consummation of the transactions contemplated herein and therein, including the Special Dividend (collectively, the “ Transactions ”), have been duly authorized by the Board of Directors and all other necessary corporate action on the part of the Company. Assuming this Agreement constitutes the valid and binding obligation of the Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “ Enforceability Exceptions ”). On the Closing Date, the Indenture will be duly executed and delivered by the Company and, assuming the Indenture will be a valid and binding obligation of the Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Assuming the VCOC Letter constitutes the valid and binding obligation of the Purchaser or other Affiliate thereof party thereto, on the Closing Date, the VCOC Letter will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchaser, the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act has approved, and at the request of the Purchaser will approve in advance of the Closing, for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder, the transactions contemplated by the Transaction Agreements, including the acquisition of the Notes, any disposition of such Notes upon the conversion thereof, any acquisition of Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions related thereto.

assistant: Authorizations
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: whether counsel’s constitutionally ineffective performance affected the outcome of the plea process. In other words, in order to satisfy the “prejudice” requirement, the defendant must show that there is a reasonable probability that, but for counsel’s errors, he would not have pleaded guilty and would have insisted on going to trial. Hill v. Lockhart, 474 U.S. 52, 58-59, 106 S.Ct. 366, 370, 88 L.Ed.2d 203 (1985). We have held that “Counsel has an obligation to consult with his client on important decisions and to keep him informed of important developments in the course of the prosecution.” Diaz, 930 F.2d at 834. This obligation includes the duty to inform a defendant of any plea offers. See id. at 834-35; see also Beckham v. Wainwright, 639 F.2d 262, 267 (5th Cir. Unit B Mar. 1981) (<HOLDING>); Stano v. Dugger, 921 F.2d 1125, 1146 (11th Options: A. holding that where a defendant pleads guilty or withdraws a guilty plea his attorney must inform him of all of the available options and possible consequences and the failure to do so can fall outside the range of competence required by attorneys in criminal cases B. holding that a failure to inform the defendant of the minimum possible sentence meant that the defendant did not fully understand the consequences of his plea and his rights were therefore automatically substantially affected C. holding that counsels failure to advise the defendant of the collateral consequences of a guilty plea cannot rise to the level of constitutionally ineffective assistance D. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing E. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea

assistant: The best answer is A. holding that where a defendant pleads guilty or withdraws a guilty plea his attorney must inform him of all of the available options and possible consequences and the failure to do so can fall outside the range of competence required by attorneys in criminal cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.

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 case excerpt and choose the best holding from the options. Case excerpt: unless the agency action is a “ ‘final agency action for which there is no other adequate remedy in a court.’ ” See R. 31, PagelD#: 567 (quoting 5 U.S.C. § 704). The Supreme Court has held two conditions must be satisfied in order for agency action to be final. “First, the action must mark the ‘consummation’ of the agency’s decisionmaking process” and cannot “be of a merely tentative or interlocutory nature.” Bennett v. Spear, 520 U.S. 154, 177-78, 117 S.Ct. 1154, 137 L.Ed.2d 281 (1997) (internal citation omitted). “[S]econd, the action must be one by which ‘rights or obligations have been determined,’ or from which ‘legal consequences will flow[.]’ ” Id. at 178, 117 S.Ct. 1154. As the Magistrate Judge observes, “[n]either Plaintiff nor Defendants have cited 7 (9th Cir.2010) (<HOLDING>) (quoted by Qureshi 663 F.3d at 781); see also Options: A. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling B. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile C. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings D. holding that we lack jurisdiction to review a denial of adjustment of status as a discretionary matter E. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending

assistant: The best answer is E. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending
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: Maryland appears to recognize aider and abettor tort liability, (See Alleco, Inc., et al. v. Weinberg Foundation, Inc., et al., 340 Md. 176, 199, 665 A.2d 1038, 1049 (1995)), it has never been applied to support liability in this context. At least one court has imposed civil liability for murder on an aiding and abetting theory. Halberstam v. Welch, 705 F.2d 472 (D.C.Cir.1983). In Halberstam, the defendant was the live-in companion of a burglar who committed murder during the course of a burglary. Id. at 475. The court held that the defendant was liable for the murder because she knowingly and substantially assisted the burglar in his illicit trade. Id. at 487. Aiding and abetting includes the following elements: (1) the party whom the , 111 S.Ct. 2513, 2517-20, 115 L.Ed.2d 586 (1991) (<HOLDING>); Goldstein v. California, 412 U.S. 546, 571, Options: A. holding a suit against an agency of the state is a suit against the state B. holding that promissory estoppel is applicable only in the absence of an enforceable contract C. holding that the first amendment does not bar application of ordinary principles of state contract and promissory estoppel law in suit against newspaper for breaching promise of confidentiality and printing a sources name D. holding that the absence of a binding agreement does not defeat a promissory estoppel claim E. holding that the issue of whether a contract exists under promissory estoppel is grounded in contract law

assistant: The best answer is C. holding that the first amendment does not bar application of ordinary principles of state contract and promissory estoppel law in suit against newspaper for breaching promise of confidentiality and printing a sources name
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 Employment Period, Executive shall be eligible to participate in the employee benefit plans generally available to employees of the Company, to the extent Executive meets the eligibility requirements of any such plans, and, in any event, subject to the terms of the applicable plans. Executive shall be entitled to take time off for vacation or illness in accordance with the Company’s policy for senior executives and to receive all other fringe benefits as are from time to time made generally available to senior executives of the Company.

assistant: Benefits
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: cannot prevail. The second temporal issue relates to when the mold and bacteria came into existence. There is no evidence whatsoever, undisputed or otherwise, of when the mold and mildew came into existence. This shortfall in the evidence that Panorama put forth to support its motion for summary judgment impacts all counts of the complaint, but especially the count for negligence. The Schornbergs in their complaint state that they were advised in June 2003 that the water intrusion they had detected a month earlier had caused growth of mold and bacteria. However, the complaint is not evidence. Straub v. Village of Wellington, 941 So.2d 1269 (Fla. 4th DCA 2006) (stating that a complaint is not admissible to prove or disprove a fact in issue). Evidence that the mold and bacteria w A 1999) (<HOLDING>); Floyd v. Homes Beautiful Constr. Co., 710 Options: A. holding that despite release language discharging defendant from claims upon or by reason of any matter cause or thing whatsoever from the beginning of the world to the day of these presents release did not bar any claims accruing after the date of execution B. holding that release which barred all claims from the beginning of the world to the day of the date of these presents included all claims which had matured at the time of its execution C. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution D. holding that release which barred all claims from the beginning of the world to the day of these presents included claims which the releasor had or could have had against the releasee up to the date of its execution E. holding that all inclusive language from the beginning of the world to the days present barred all claims arising prior to releases execution

assistant: The best answer is A. holding that despite release language discharging defendant from claims upon or by reason of any matter cause or thing whatsoever from the beginning of the world to the day of these presents release did not bar any claims accruing after the date of execution
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: damages. On Issue Two, the jury determined that plaintiffs were entitled to money damages of $256,256.91 as a result of the breach of contract of insurance. Under Issue Six, the jury determined that plaintiffs were injured in the amount of $117,000 as a result of defendant’s violation^) of N.C.G.S. § 58-63-15(11). The jury made no specific findings of fact to support the award of damages under Issue Two, other than the finding regarding the breach of contract of insurance. Further, the trial court could not have properly concluded that the breach of contract itself constituted a violation of N.C.G.S. § 75-1.1, and the trial court could not have properly trebled the breach of contract damages. See Branch Banking & Trust Co. v. Thompson, 107 N.C. App. 53, 62, 418 S.E.2d 694, 700 (<HOLDING>), disc. rev. denied, 332 N.C. 482, 421 S.E.2d Options: A. holding that a mere breach of contract is not sufficient to make out a claim under ncgs 7511 substantial aggravating circumstances attendant to the breach must be shown B. holding party in breach could not maintain suit for breach of contract C. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract D. holding that where there was a breach of contract accompanied by aggravating factors that it was proper to treble the breach of contract damages E. holding immaterial breach did not constitute breach of contract

assistant: The best answer is A. holding that a mere breach of contract is not sufficient to make out a claim under ncgs 7511 substantial aggravating circumstances attendant to the breach must be shown
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 Loan Party has the requisite power and authority, corporate or otherwise, to carry on its business as now conducted, to execute, deliver and carry out the Transactions and the provisions of this Agreement and each other Loan Document to which it is a party, or to become a party to this Agreement or any other Loan Document in accordance with the terms hereof and the terms of each other Loan Document, to borrow hereunder (if applicable) and to perform its obligations under each Loan Document to which it is a party, and all such action has been duly and validly authorized by all necessary proceedings, corporate or otherwise, on its part.

assistant: Authorizations
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: presumption should apply here. Instead, ITW argues that MOC’s “egregious conduct” of intentionally copying the '638 patented invention precludes application of the equitable doctrine of laches. (Resp. in Opp’n to MOC '638 MSJ 8, ECF No. 187) “Even if unable to overcome the presumption, a patentee may be able to preclude application of the laches defense with proof that the accused infringer was itself guilty of misdeeds towards the patentee.” Aukerman, 960 F.2d at 1038. This requires the plaintiff to show that the defendant “has engaged in particularly egregious conduct which would change the equities significantly in plaintiffs favor,” such as “[c]onscious copying.” Id. at 1033 (internal quotation marks omitted); see also Bott v. Four Star Corp., 807 F.2d 1567, 1576 (Fed.Cir.1986) (<HOLDING>), overruled on other grounds by Aukerman, 960 Options: A. holding that equitable defense of laches is inapplicable to claims of fraud B. holding that where defense of laches was not pleaded denial of equitable relief on grounds of laches was error C. holding that laches is an affirmative defense D. holding that defendants defense of laches was defeated by its egregious conduct of knowingly copfying plaintiffs patented invention E. recognizing laches as an affirmative defense

assistant: The best answer is D. holding that defendants defense of laches was defeated by its egregious conduct of knowingly copfying plaintiffs patented invention
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 any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is entered into in the State of Missouri and will be governed by and construed under the laws of Missouri, including the Uniform Commercial Code as in effect in the State. The parties agree that any legal or equitable action or proceeding with respect to this Agreement shall be brought in the United States District Court for the Eastern District of Missouri (or if such court does not have jurisdiction, in any court of general jurisdiction in the County of St. Louis, Missouri).

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: There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, any Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: them to report the abuse. State v. Budis, 125 N.J. 519, 529, 593 A.2d 784 (1991). Once the statute is implicated, it triggers a pretrial notice and hearing requirement that applies to a defendant. N.J.S.A 2C:14-7(a); and see State v. Cuni 159 N.J. 584, 597, 733 A.2d 414 (1999). The statute does not impose a concomitant obligation on the State. A fair reading of the statute and the cases construing it, leads to a conclusion that it does not contemplate the circumstances presented here. However, even accepting the State’s contention that its proffer does not offend our Rape Shield Statute (N.J.S.A. 2C:14-7), this court concludes that this issue must be resolved within the context of our Rules of Evidence. See State v. Ryan, 157 N.J.Super. 121, 126, 384 A.2d 570 (App.Div.1978), (<HOLDING>). At least one appellate court has addressed Options: A. holding that sexual harassment need not take the form of sexual advances or other explicitly sexual conduct in order to be actionable under title vii B. holding that the trial court did not err by excluding the victims earlier reports of sexual abuse because too many sexual details remain unaccounted for after consideration of what defendant hoped to prove with the prior sexual conduct C. holding that a rape shield statute was not ex post facto when it barred evidence of a prior sexual relationship that was admissible before enactment of the statute D. holding that application of the rape shield law to a case in which the underlying events occurred prior to the enactment of the rape shield law was not a violation of the constitutional prohibition against ex post facto laws E. holding that our former rape shield statute njsa 2a84a321 did not alter the law in respect of evid r 47 predecessor to njre 404a which rule prohibited evidence of a sexual assault victims specific instances of sexual conduct with a person other than the accused to prove consent

assistant: The best answer is E. holding that our former rape shield statute njsa 2a84a321 did not alter the law in respect of evid r 47 predecessor to njre 404a which rule prohibited evidence of a sexual assault victims specific instances of sexual conduct with a person other than the accused to prove consent
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 good faith and fair dealing is implied in insurance contracts where the Pennsylvania Supreme Court has recognized that the “utmost fair dealing should characterize the transactions between an insurance company and the insured.” Dercoli v. Pennsylvania National Mutual Insurance Co., 520 Pa. 471, 554 A.2d 906, 908 (Pa., 1989). Therefore, taking the allegations set forth in the Plaintiffs Complaint as true, this Honorable Court must accept that Defendant failed to adequately investigate Plaintiffs claim and respond in a timely manner. Doc. No. 7 at § III.A. In Pennsylvania, a duty of good (Cappy, J. concurring) (citing Cowden v. Aetna Casualty and Surety Company, 389 Pa. 459, 134 A.2d 223 (1957)); see also Birth Center v. St. Paul Cos., 567 Pa. 386, 787 A.2d 376, 385-86 (Pa.2001) (<HOLDING>) However, Pennsylvania law does not recognize a Options: A. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith B. holding that a party cannot claim damages for breach of contract unless he has shown his full compliance with the contract and is not acting in bad faith C. holding that insured cannot bring an action against its insurer for bad faith failure to settle a claim in the absence of an excess verdict D. holding that a common law breach of contract action will lie for the insurers failure to comply with its obligation to act in good faith and with due care in representing the interests of the insured in its failure to settle with a third party E. holding that in the context a third party case in which the insurer refused to settle a claim on behalf of the insured nothing in d ambrosio bars a party bringing a bad faith action sounding in contract from recovering damages that are otherwise available to parties in contract actions

assistant: The best answer is E. holding that in the context a third party case in which the insurer refused to settle a claim on behalf of the insured nothing in d ambrosio bars a party bringing a bad faith action sounding in contract from recovering damages that are otherwise available to parties in contract actions
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 Participants’ Elective Deferral Contributions, Excess Matching Contributions, and all Investment Experience thereon that is allocated to their Accounts, shall be 100% vested at all times. Furthermore, all amounts (including Investment Experience) allocated to a Participant’s Restored Thrift Plan Benefit Account shall be 100% vested at all times.

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: The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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 legal provision and list the applicable contract clause categories. Provision: The representations and warranties, agreements and covenants contained herein shall survive the Closing until the Maturity Date (as defined in the Additional Notes). The provisions of Section 6.2 and 6.4 shall survive termination of this Agreement and repayment of the Additional Notes.

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: Each party hereto hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in any action or proceeding arising out of or relating to this Guaranty or the other Credit Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. Each party hereto hereby unconditionally and irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Grantor hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in each case in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05 , (A) from time to time on any Business Day during the period from the Closing Date to the fifth Business Day prior to the Latest Revolving Credit Maturity Date, upon the request of any Borrower (or the Top Borrower on behalf of any Borrower), to issue Letters of Credit issued on sight basis only for the account of any Borrower and/or any Restricted Subsidiary ( provided that a Borrower will be the applicant) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.05(b) , and (B) to honor drafts under the Letters of Credit, and (ii) the applicable Revolving Lenders severally agree to participate in the Letters of Credit issued pursuant to Section 2.05(d) . On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not be required to issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.

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: The Participant acknowledges that the restrictions contained herein, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. In the event of a breach or a threatened breach by the Participant of this Section 7, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The covenant herein shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be deemed severable, and if any part of any provision is held by any court of competent jurisdiction to be illegal, void, invalid or unenforceable in whole or in part as to any party, such provision may be changed, consistent with the intent of the parties hereto, to the extent reasonably necessary to make such provision, as so changed, legal, valid, binding and enforceable. If such provision cannot be changed consistent with the intent of the parties hereto to make it legal, valid, biding and enforceable, then such provision shall be stricken from this Agreement, and the remaining provisions of this Agreement shall not be affected or impaired but shall remain in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: willingly provided the drugs for delivery. Even assuming Boyd knew that the women were purchasing the drugs for Officer Franklin, however, that fact alone does not show that Boyd and the women were knowingly participating in a plan to distribute drugs beyond a simple buyer-seller relationship. See id. The Government further argues that the evidence showed Boyd conspired with an unknown drug supplier in New Orlea nown source or sources were part of a conspiracy or merely “arms-length” suppliers to Boyd. See United States v. Klein, 560 F.2d 1236, 1243 (5th Cir.1977). There is simply no evidence that Boyd’s source or sources of drugs in New Orleans were “familiar with and actively cooperated [with Boyd] to achieve the object of the conspiracy.” Id.; see also Villasenor, 894 F.2d at 1430 (<HOLDING>). We therefore conclude that the evidence was Options: A. holding although there was some evidence plaintiff subjectively believed conduct he reported violated the law there was legally insufficient evidence this belief was reasonable B. holding the trial court erred in instructing the jury that it may find the defendant guilty if the jury found the defendant had conspired with the two coconspirators named in the indictment or both of them or others where evidence tended to show a conspiracy between the defendant and some person other than the named coconspirators C. holding evidence insufficient to prove conspiracy with unknown coconspirators where we may well suspect that there likely were some but there is simply no concrete or specific evidence of any D. holding that it is well settled that there is no constitutional right to an appeal E. holding that although there was evidence of discrimination based on race there was insufficient evidence to support a finding of constructive discharge

assistant: The best answer is C. holding evidence insufficient to prove conspiracy with unknown coconspirators where we may well suspect that there likely were some but there is simply no concrete or specific evidence of any
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: place of dumping the spoil was very material, and could not be made consistently with the terms of the agreement under which Axman undertook to perform the work or be liable....” Id. at 43-44, 34 S.Ct. 736. “[T]he work done under the second contract was not the work which the first contractor had agreed to perform.” Id. at 45, 34 S.Ct. 736. Axman and its progeny have a common thread. The cases in which the courts have barred a damage claim under Axman involved substantial and material changes in the physical nature of the performance, i.e.; the work to be performed or the goods to be delivered, from the original contract to the re-let contract. Consol. Airborne Sys., Inc. v. United States, 172 Ct.Cl. 588, 348 F.2d 941, 947 (1965). See also Cal. Bridge, 245 U.S. at 344-45, 38 S.Ct. 91 (<HOLDING>); Schwartz, 65 F.Supp. at 393 (holding that the Options: A. holding original contractor not liable for additional cost of relet contract where significant changes were made to the construction specifications B. holding that contractor was not precluded from recovering damages against owner for defective specifications stated in contract notwithstanding lumpsum and prebid investigation provisions in contract because owner made positive assurances concerning reliability of said specifications C. holding that the government could not charge contractor excess cost of relet contract where government caused a delay in contract performance in which contractor was to use his own equipment original contractors costs increased and government refused to allow original contractor to perform at cost but allowed new contractor to use government equipment and paid new contractor a different rate D. holding that a construction contractor is entitled to recover profits upon breach of a partially performed contract but not the same amount as if the contract were completed because that amount must be reduced by the cost of completion E. holding that the government could not charge contractor excess cost of relet contract where the governments specifications were impossible to meet government changed the specifications but did not change the price to be paid original contractor refused to perform and new contractor was paid more to meet new specifications

assistant: The best answer is A. holding original contractor not liable for additional cost of relet contract where significant changes were made to the construction specifications
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: Your rights and obligations under this Letter Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, your rights under this Letter Agreement shall inure to the benefit of, and be enforceable by, your heirs and beneficiaries. This Letter Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the Company’s assets, any corporate successor to the Company or any assignee thereof.

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: amphetamine, the government had to show that Mendoza distributed amphetamine to a third party, that he did so knowingly and intentionally, and that he knew he was distributing a controlled substance.”); United States v. King, 356 F.3d 774, 779 (7th Cir.2004) (noting that the Government had to prove that the defen dant distributed methamphetamine knowingly or intentionally, knowing that substance was a controlled substance). 2 . See United States v. Mallett, 496 F.3d 798, 801-02 (7th Cir.2007) (concluding that evidence of a drug sale eight months before the charged conduct was properly admitted to show intent and knowledge in a prosecution for maintaining a crack distribution place and for possession with intent to distribute); United States v. Hurn, 496 F.3d 784, 787-88 (7th Cir.2007) (<HOLDING>); see also United States v. Blount, 502 F.3d Options: A. holding that prior drug trafficking conviction was admissible to prove intent to distribute B. holding that evidence of a 10yearold drug conviction was properly admitted to show intent in a prosecution for possession with intent to distribute C. holding that a prior conviction for possession with intent to distribute cocaine is admissible under rule 609 D. holding no unfair prejudice from admission of conviction for possession of 50 to 200 pounds of marijuana with intent to distribute as evidence of intent to distribute cocaine E. holding that evidence that defendants had participated in several prior drug transactions was properly admitted to establish defendants intent to distribute narcotics

assistant: The best answer is B. holding that evidence of a 10yearold drug conviction was properly admitted to show intent in a prosecution for possession with intent to distribute