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: that he was defending himself from Morse’s unprovoked attack,” it was obvious that the defense was attempting to show that Harmon had been invited to Morse’s room for drug-related business. Further, this statement should have been admitted during the state’s case under the “rule of completeness.” Where the state has elicited testimony about part of a conversation, a defendant is entitled to cross examine the witness about other relevant statements made during the conversation. Johnson v. State, 653 So.2d 1074 (Fla. 3d DCA 1995). The defense has the right to present the whole of the conversation, Steinhorst v. State, 412 So.2d 332, 338 (Fla.1982), as a matter of fairness, Larzelere v. State, 676 So.2d 394, 402 (Fla.1996). See also Sweet v. State, 693 So.2d 644, 645 (Fla. 4th DCA 1997) (<HOLDING>); Eberhardt v. State, 550 So.2d 102 (Fla. 1st Options: A. holding that defendants failure to assert the defense in any pretrial motions did not waive defendants limitations defense because the assertion of a limitations defense in the answer preserved defendants right to raise the defense both during the first trial and before the second B. holding that the constitutional right to present a defense is not violated by the exclusion of a defendants proffered evidence where he is otherwise given the opportunity to present his defense and crossexamine the key prosecution witnesses C. holding that the defense may present the entire conversation where it goes to the heart of the defense D. holding that trial error in a civil case which went to the very heart of the defendants defense and was central to his defense could not be deemed harmless in the absence of any steps by the district court to mitigate the effects of the error E. holding that the government did not waive an affirmative defense not pleaded in the answer because it raised the defense at a pragmatically sufficient time by listing the defense in the joint pretrial order

assistant: The best answer is C. holding that the defense may present the entire conversation where it goes to the heart of the defense
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 Consultant agrees that the Company will be the sole and exclusive owner of all right, title and interest in and to all ideas, inventions, works of authorship, work product, materials, and other deliverables conceived, made, developed, reduced to practice, or worked on by Consultant, alone or in conjunction with others (i) in the course of providing the Consulting Services for the Company following the execution of this Agreement, and (ii) after the term of the Agreement if resulting or directly derived from Confidential Information, and all patent, copyright, trademark, trade secret and other intellectual property rights therein, whether now known or hereafter recognized in any jurisdiction (collectively, “ Company Inventions ”). Consultant hereby assigns to the Company all of Consultant’s right, title and interest in and to the Company Inventions. Consultant hereby waives any applicable moral rights in the Company Inventions.

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 legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than payment or provision of (i) the Accrued Obligations, (ii) the Other Benefits, and (iii) subject to the delivery of an executed Release from the Executive’s legal representatives prior to the Release Deadline, the Time-Based Award Vesting Benefits, the Performance Award Vesting Benefits, the Post-Employment Health Care Benefits and the Pro Rata Bonus. The term “Other Benefits,” as utilized in this Section 4(b) shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company. All payments and benefits enumerated in (i)-(iii) of this sub-section shall be paid at the same time and in the same form described in Section 4(a ) .

assistant: Death
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 Credit Party will comply with all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2013 WL 98059, at *1 (W.D.Ky. Jan. 7, 2013) (“Based on the overwhelming precedent where federal courts sitting in diversity have applied Federal Rule of Civil Procedure 42(b) rather than state law to decide bifurcation issues—many of which appear in the precise context presented in this case—the Court cannot agree with the parties’ assertions that Kentucky law governs and instead finds Rule 42(b) is the standard applicable here.”). Federal law on bifurcation for bad faith claims against insurers does not support Arrowood’s argument for separate trials. Federal courts sometimes bifurcate trials of underlying liability claims and bad faith claims, but only when the liability claims are still unresolved. See, e.g., Warren v. Federal Ins. Co., 358 Fed.Appx. 670, 676 (6th Cir.2009) (<HOLDING>). There is no pending contract claim here. The Options: A. holding it was reasonable for the district court to bifurcate bad faith claim and stay discovery while breach of contract coverage claim was pending B. holding that claim file discovery was premature in a firstparty breach of contract claim C. holding that a bad faith claim is a tort D. holding that an insurance contract between the parties and a breach thereof by the defendant is an element of a bad faith refusal claim E. 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

assistant: The best answer is A. holding it was reasonable for the district court to bifurcate bad faith claim and stay discovery while breach of contract coverage claim was 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: define a crime as one involving moral turpitude; 3) for serious crimes, an element of baseness or depravity suffices even if there is no explicit element of fraud or evil intent; 4) at least, for minor crimes not involving fraud, evil intent may become too attenuated to meet the requirement of either fraud or depravity such that the crime necessarily involves moral turpitude. Id. at 24(M1. Other cases, nearly all of them also decided by the Ninth Circuit Court of Appeals, in which the court attempted to develop a classification system for crimes that necessarily do or do not involve moral turpitude,-have grappled with similar defining elements. Notable among these decisions are two cited by the court in Rodriguez-Herrera. See, e.g., Gonzalez-Alvarado v. INS, 39 F.3d 245 (9th Cir.1994) (<HOLDING>); Hirsch v. INS, 308 F.2d 562, 567 (9th Options: A. holding that missouris reckless conduct statute establishes a crime involving moral turpitude B. holding that a crime involving the willful commission of a base or depraved act is a crime involving moral turpitude whether or not the statute requires proof of evil intent C. holding that assault with a deadly weapon was not a crime involving moral turpitude D. holding that involuntary manslaughter defined either as reckless or negligent was not a crime of moral turpitude because itwas based on unintentional conduct in contrast to those crimes involving some form of evil intent it is not an offense that is mala in se and thus does not fall within the definition of crimes involving moral turpitude E. holding that new yorks reckless conduct statute establishes a crime involving moral turpitude

assistant: The best answer is B. holding that a crime involving the willful commission of a base or depraved act is a crime involving moral turpitude whether or not the statute requires proof of evil intent
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: against multiple punishments for the same offense. North Carolina v. Pearce, 395 U.S. 711, 717, 89 S.Ct. 2072, 23 L.Ed.2d 656 (1969). 7 . Under the Virginia capital murder statute, rape or attempted rape is considered a “gradation crime” — one that, when added to first degree murder, elevates the crime to capital murder. Thus, the “gradation crime victim” of Va.Code § 18.2-31(5) is the victim of the alleged rape or attempted rape, who may or may not be the murder victim. 8 . Sanabria followed previous Supreme Court precedent holding that when a defendant is charged with two violations of the same statute, the question is whether the legislature authorized two separately chargeable offenses or only one. See Bell v. United States, 349 U.S. 81, 82-83, 75 S.Ct. 620, 99 L.Ed. 905 (1955) (<HOLDING>) (quoting ch. 395, § 2, 36 Stat. 825, 825 Options: A. holding that absent clear congressional intent a defendant charged with transporting two women in interstate commerce at the same time could be charged with only one violation of the mann act which criminalized transporting any woman in interstate commerce for the purpose of prostitution or debauchery or for any other immoral purpose B. recognizing that the interstate nexus requirement is satisfied by proof of a probable or potential impact on interstate commerce C. holding that commerce clause authorizes congress to punish any particular criminal action even without proof of a relation to interstate commerce when the activity is part of a class of activities determined by congress to affect interstate commerce D. holding that mann act requires only that the defendants immoral purpose is only one of the dominant purposes E. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce

assistant: The best answer is A. holding that absent clear congressional intent a defendant charged with transporting two women in interstate commerce at the same time could be charged with only one violation of the mann act which criminalized transporting any woman in interstate commerce for the purpose of prostitution or debauchery or for any other immoral purpose
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 may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

assistant: Counterparts
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 Indenture constitutes, and the Operative Agreements, when executed and delivered and, in the case of the Equipment Notes, when issued and authenticated, will constitute valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or to laws of prescription or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligations of the Issuer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: conduct that would invalidate his or her underlying sentence or conviction unless that conviction has already been called into question. Id. at 486-87, 114 S.Ct. 2364. The Supreme Court thereby effectively barred prisoners from collaterally attacking their underlying convictions, directly or indirectly, through the § 1983 vehicle. To determine whether a § 1983 claim should be dismissed as an impermissible collateral attack on an underlying conviction, “[A] district court must consider whether a judgment in favor of the plaintiff would necessarily imply the invalidity of his conviction or sentence; if it would, the complaint must be dismissed unless th 2) (same), and Boyle v. Mayer, 46 Fed.Appx. 340, 340 (6th Cir.2002) (same), with Bradley v. Pryor, 305 F.3d 1287, 1290 (11th Cir.2002) (<HOLDING>). These opinions, however, were all entered Options: A. holding claim is not cognizable B. holding that no 1983 claim exists for injunctive relief to compel dna testing C. holding that a claim seeking dna testing is cognizable under section 1983 D. holding that a 1983 claim requesting release of evidence for dna testing is cognizable because plaintiff only seeks access to evidence E. holding claim is cognizable

assistant: The best answer is D. holding that a 1983 claim requesting release of evidence for dna testing is cognizable because plaintiff only seeks access to evidence
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 he should have had, making his criminal history category V when it should have been category IV. See U.S.S.G. ch. 5, pt. A. Accordingly, the district court applied an advisory guidelines range of 70-87 months instead of the correct advisory guidelines range of 57-71 months. Avalos-Martinez’s sentence of 72 months exceeds the correct advisory guidelines range. In addition, the district court had stated that it did not intend to impose a sentence above the applicable guidelines range. Based on the district court’s expressed intention and the fact that AvalosMartinez’s sentence exceeded the correct advisory guidelines range, the district court’s error affected his substantial rights, which the Government also con cedes. See United States v. Mudekunye, 646 F.3d 281, 290 (5th Cir.2011) (<HOLDING>). The final issue we must decide is whether Options: A. holding that the trial court may not retain jurisdiction over a sentence when the defendant is sentenced under the guidelines B. holding that a defendants substantial rights had been affected when the correct and incorrect guidelines ranges overlapped the defendant was sentenced above the correct guidelines range and it was not apparent from the record that the defendant would have received an aboveguidelines sentence C. holding that the defendants sentence was within the guidelines range and therefore presumptively reasonable D. holding that arithmetical error that resulted in an increase to a defendants base offense level pursuant to the sentencing guidelines affected his substantial rights even though the resulting sentence was within the range for the correct offense level E. holding that sentencing under the mandatory guidelines regime creates a presumption of prejudice that the government must rebut with clear and specific evidence that the district court would not have sentenced the defendant to a lower sentence if it had treated the guidelines as advisory

assistant: The best answer is B. holding that a defendants substantial rights had been affected when the correct and incorrect guidelines ranges overlapped the defendant was sentenced above the correct guidelines range and it was not apparent from the record that the defendant would have received an aboveguidelines sentence
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: filed his tax returns. Harris sought reconsideration of the district court’s dismissal of his appeal, but missed the filing deadline by one day. Harris made no request to extend the deadline and did not provide any “facts or argument that would justify accepting his late filing based on excusable neglect under Bankruptcy Rule 9006(b)(1).” Accordingly, on February 16, 2005, the district court denied his motion for reconsideration. Harris timely appeals from the dismissal of his appeal and the denial of his motion for reconsideration. DISCUSSION We review a district court’s dismissal of a bankruptcy appeal on procedural grounds for abuse of discretion. See In re Lynch, 430 F.3d 600, 603 (2d Cir.2005) (per curiam); see also In re Tampa Chain Co., 835 F.2d 54, 55 (2d Cir.1987) (per curiam) (<HOLDING>). A district court abuses its discretion when Options: A. holding that the district courts decision to dismiss will be affirmed unless it has abused its discretion B. holding that appellate court should overturn a district courts denial of a motion to amend a complaint only if the district court has abused its discretion C. holding that the decision of the bia will not be affirmed by this court unless the reasons for such a finding are made clear D. holding that the decision whether to apply the exhaustion requirement in an erisa case is committed to the district courts sound discretion but that the district court abused its discretion by not dismissing the suit for failure to exhaust administrative remedies E. holding that we will not review such a decision unless the record reflects that the district court was not aware of or did not understand its discretion

assistant: The best answer is A. holding that the district courts decision to dismiss will be affirmed unless it has abused its discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: United States Supreme Court in Gates that “probable cause requires only a probability or substantial chance of criminal activity, not an actual showing of such activity.” Gates, 462 U.S. at 244 n. 13, 103 S.Ct. 2317. Looking at what the officers knew in the instant case, there was certainly a “probability or substantial chance” that appellant was the driver of the car that killed Mark Yates. Probable cause is not the same as beyond a reasonable doubt. Law enforcement was not required to know with out a doubt that appellant was the driver of the car in order to take the blood sample from him. Appellant’s suggestion that law enforcement officers cannot have probable cause to search multiple suspects has been rejected by this court. See State v. Hernandez, 706 So.2d 66 (Fla. 2d DCA 1998) (<HOLDING>). The smell of alcohol on appellant’s breath, Options: A. holding that the odor of marijuana gave officers probable cause to believe members of a group possessed marijuana and therefore a search of each person present was proper B. holding in the context of vehicular searches that the fact that cm agent familiar with the odor of marijuana smelled such an odor emanating from an automobile alone was sufficient to constitute probable cause for a subsequent search for marijuana C. holding that if an officer smells the odor of marijuana in circumstances where the officer can localize its source to a person the officer has probable cause to believe that the person has committed or is committing the crime of possession of marijuana and thus has authority to arrest him without a warrant in a public place D. holding that the smell of marijuana gave the police probable cause to search the vehicle E. holding that because marijuana has a distinct smell the odor of marijuana alone can satisfy the probable cause requirement to search a vehicle or baggage

assistant: The best answer is A. holding that the odor of marijuana gave officers probable cause to believe members of a group possessed marijuana and therefore a search of each person present was proper
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: based on the defendant’s statement in the letter. Id. at 93. In Zimmerman, like in Robertson, there is some evidence (i.e., confession, correspondence) upon which rational inferences could be made regarding the defendant’s actions and linking the defendant with the missing items. In the instant case, any inferences would be based wholly on speculation arising from the missing wallet and appellant’s belief that Wayne or the Martindales owed him money. While direct evidence is not required to support a finding that the evidence is legally sufficient, the circumstances amount only to suspicion here. And we have previously emphasized that “[i]f the evidence at trial raised only a suspicion of guilt, even a strong one, then that evidence is insufficient.” Urbano, 837 S.W.2d at 116-17 (<HOLDING>). Point of error three is sustained. Because Options: A. holding that in light of strong evidence of guilt tainted evidence was harmless under brecht B. recognizing that evidence may be legally insufficient where there is variance between indictment allegations and proof C. holding evidence legally sufficient D. holding evidence legally insufficient where it only raised strong suspicion of guilt but not proof to high degree of certainty under jackson E. holding evidence legally insufficient

assistant: The best answer is D. holding evidence legally insufficient where it only raised strong suspicion of guilt but not proof to high degree of certainty under jackson
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: will not be subject to harmless-error analysis.”); Arizona v. Fulminante, 499 U.S. 279, 309-10, 111 S.Ct. 1246, 1265, 113 L.Ed.2d 302 (1991) (citing Vasquez v. Hillery, 474 U.S. 254, 106 S.Ct. 617, 88 L.Ed.2d 598 (1986) (unlawful exclusion of members of defendant’s race from jury); Waller v. Georgia, 467 U.S. 39, 104 S.Ct. 2210, 81 L.Ed.2d 31 (1984) (right to public trial); McKaskle v. Wiggins, 465 U.S. 168, 104 S.Ct. 944, 79 L.Ed.2d 122 (1984) (right to self-representation)); Chapman v. California, 386 U.S. 18, 23 n. 8, 87 S.Ct. 824, 828 n. 8, 17 L.Ed.2d 705 (1967) (citing Gideon v. Wainwright, 372 U.S. 335, 83 S.Ct. 792, 9 L.Ed.2d 799 (1963) (right to counsel); Tumey v. Ohio, 273 U.S. 510, 47 S.Ct. 437, 71 L.Ed. 749 (1927) (right to impartial judge)). Cf. Long, 917 F.2d at 697 (<HOLDING>). Harmless error analysis is the rule rather Options: A. holding that the district courts failure to instruct the jury as to the proper standard of proof constituted plain error B. holding that failure to define possession was not plain error C. holding failure to instruct on relatedness insufficiently critical to be plain error D. holding failure to instruct jury on requirement of corroboration of informants testimony is error E. holding that the failure to instruct on a definition or to amplify an element is not a failure to instruct on an essential element

assistant: The best answer is C. holding failure to instruct on relatedness insufficiently critical to be plain error
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: by the trier of fact. Accordingly, we reverse the trial court’s decision granting the defendants’ motion for summary disposition of plaintiffs’ claim of intentional infliction of emotional distress. Affirmed in part, reversed in part, and remanded for further proceedings. We do not retain jurisdiction. 1 Summary disposition previously had been granted for the Felician Sisters of O.S.F. of Livonia. That ruling has not been appealed. 2 See also Winstead, supra, wherein this Court concluded that a cause of action for public disclosure of embarrassing private facts may exist where a newspaper published intimate details about the plaintiff’s private life, including the fact that she had several abortions. 3 See California v Greenwood, 486 US 35, 40; 108 S Ct 1625; 100 L Ed 2d 30 (1988) (<HOLDING>). See also People v Whotte, 113 Mich App 12, Options: A. holding that the constitutional protection of an individuals reasonable expectation of privacy in his or her home does not extend to a place of business B. holding no reasonable expectation of privacy in garbage placed in trash cans C. holding that defendant lacked reasonable expectation of privacy in garbage located outside curtilage of home D. holding a person who is present at anothers home with permission simply for the purpose of consummating a business transaction does not have a reasonable expectation of privacy there E. holding that for purposes of federal constitutional law a person does not possess a reasonable expectation of privacy with respect to trash discarded outside the home

assistant: The best answer is E. holding that for purposes of federal constitutional law a person does not possess a reasonable expectation of privacy with respect to trash discarded outside the home
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 (a) is a corporation or other form of legal entity, and each of its Subsidiaries is a corporation, partnership or other form of legal entity, validly organized and existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite corporate or other power and authority to carry on its business as now conducted, (c) is duly qualified to do business and is in good standing as a foreign corporation or foreign partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and (d) has full power and authority and holds all requisite material governmental licenses, permits and other approvals necessary to enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and to own or hold under lease its Property and to conduct its business substantially as currently conducted by it. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in the terms of an Award Agreement, upon termination of a Participant’s employment or service with the Company or its Affiliates or membership on the Board during the applicable Restricted Period, all unvested Options, Phantom Shares, and Restricted Shares shall be forfeited by the Participant; provided , however , that if the reason for the termination is the Participant’s death or Disability, all Options awarded to the Participant shall become exercisable and all Phantom Shares and Restricted Shares shall vest automatically. The Board may, in its discretion, waive in whole or in part any forfeiture.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This First Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this First Amendment had executed the same counterpart.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in Schedule 6.01(f), there is no pending or, to the knowledge of any Loan Party, threatened (in writing) action, suit or proceeding affecting any Loan Party or any of its properties before any court or other Governmental Authority or any arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) relates to this Agreement or any other Loan Document or any transaction contemplated hereby or thereby.

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 legal provision and list the applicable contract clause categories. Provision: The issuance and sale of the Shares have been duly authorized by the Company and the Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the 2013 Registration Statement. No preemptive rights, commitments, rights of first offer or refusal, anti-dilution rights, rights of participation or any other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No further approval or authority of the Company’s stockholders or the Board of Directors of the Company (the “ Board ”) will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

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 legal provision and list the applicable contract clause categories. Provision: Borrower has heretofore furnished to the Lenders certain financial statements as provided for in Section 8.01 . Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements previously-delivered statements of the type described in Section 8.01(b) . Neither Borrower nor any of its Subsidiaries has any material contingent liabilities or unusual forward or long-term commitments not disclosed in the aforementioned financial statements.

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 Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder without the prior written consent of the Company.

assistant: Binding Effects
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: (e), and the warden did not argue the statute before the habeas court. This argument therefore was not properly raised at trial or preserved below. Moreover, even assuming that it is appropriate for us to review subsection (e)’s application to this case, it would be of no help to the warden. OCGA § 17-2-2 (e) applies only when “it cannot readily be determined in which county the crime was committed.” Here, because the informant would have known the general locations where the two sales occurred and because the agents knew the exact route that the informant and Brown traveled, the State could have readily determined whether the drug sales occurred in Toombs County and offered evidence to the jury on that essential point. See Rogers v. State, 298 Ga. App. 895, 899 (681 SE2d 693) (2009) (<HOLDING>). OCGA § 17-2-2 (e) is therefore inapplicable Options: A. holding that the exclusion of prospective jurors from either the area where the crime was committed or where the defendant resided does not violate the sixth amendment B. holding that no error was committed where issue of whether the defendant had committed another crime was injected into the trial by the codefendant but was immediately followed by the trial courts instructions to the jury that only the counts listed on the indictment be considered C. holding that ocga 1722 e was inapplicable because the state could have readily determined where the crime was committed D. holding that when evidence exists that the crime may have been committed outside marylands territorial jurisdiction and a defendant disputes the territorial jurisdiction of the maryland courts to try him or her the issue of where the crime was committed is factdependent and thus for the trier of fact E. holding the crime of conspiracy is committed or not before the substantive crime begins

assistant: The best answer is C. holding that ocga 1722 e was inapplicable because the state could have readily determined where the crime was committed
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: Escrow Holder shall maintain accurate records of all transactions hereunder. Promptly after the disbursement of all funds on deposit in the Seller TI Escrow, or Escrow Holder’s resignation pursuant to Section 7 hereof, or as may reasonably be requested by Buyer and/or Seller from time to time before such termination or resignation, Escrow Holder shall provide Buyer and/or Seller, as the case may be, with a complete copy of such records, certified by Escrow Holder to be a complete and accurate account of all such transactions.

assistant: Records
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, at the Closing (as defined in Section 1 ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’ right, title and interest in and to the Shares. The purchase price for the Shares and Indebtedness shall be an aggregate of Fifty Thousand U.S. Dollars ($50,000.00) (the “ Purchase Price ”), of which $40,000.00 shall be allocated to the Shares and $10,000.00 shall be allocated to the Indebtedness.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Plaintiffs perjury trial, did not go so far as to find that Plaintiffs arrest or prosecution lacked probable cause; rather, it found that the evidence put forth by the prosecution was “legally insufficient to establish [Plaintiffs] guilt of perjury in the first degree beyond a reasonable doubt.” Id. (citing Hadid, 121 A.D.3d at 813, 993 N.Y.S.2d 754). Such a finding, in Defendants’ view, is insufficient to rebut the presumption of probable cause raised by Plaintiffs perjury indictment. Id. Furthermore, Defendants claim that Plaintiffs conviction in New York State Supreme Court does not undermine probable cause, but instead provides an alternative basis for the presumption of probable cause. Id. at 11 (citing Mitchell v. Victoria Home, 434 F.Supp.2d 219, 228 (S.D.N.Y.2006) (McMahon, J.) (<HOLDING>) and Soto v. City of New York, 132 F.Supp.3d Options: A. holding that a conviction even when later reversed creates a rebuttable presumption of probable cause B. holding that guidelines create a rebuttable presumption C. holding that child support formula creates a rebuttable presumption and an inequitable result rebuts the presumption D. holding that a showing of past persecution creates a rebuttable presumption of future persecution E. recognizing that 1132g1 creates a presumption in favor of awarding costs and fees to the prevailing party but characterizing that presumption as modest and rebuttable

assistant: The best answer is A. holding that a conviction even when later reversed creates a rebuttable presumption of probable cause
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: III. A. This Court, in Pepsi I, stated that because the parties had not submitted evidence that there was an established practice of awarding wage increases at the Fayetteville plant, “we cannot determine how established any practice of paying wage increases was, nor can we determine whether any discretion entered the calculus for disbursing the wage increase.” Pepsi I, 1996 U.S.App. LEXIS 23936 at *13, 1996 WL 511498 (4th Cir. Sept. 10, 1996). We noted that absent an anti-union motive, an employer may disburse or fail to disburse discretionary bonuses, but noted, however, that if a practice of paying bonuses is well-established, withholding such a bonus unilaterally may violate the Act. See id. at *13-14; Phelps Dodge Mining Co. v. NLRB, 22 F.3d 1493, 1496-1500 (10th Cir.1994) (<HOLDING>). This Court, in Southern Maryland Hosp. Ctr. Options: A. holding that although there was evidence of discrimination by the employer based on race there was insufficient evidence to support a finding that the employer had constructively discharged the plaintiff B. holding that a county had no duty to bargain with a union of its employees C. holding that where there was no established practice of distributing bonuses employer was not required to bargain over their distribution D. holding that there is no duty to bargain if an employer can prove it has a stable one or noman bargaining unit E. holding defendant did not prove an enforceable agreement only that there was some discussion of a plea bargain

assistant: The best answer is C. holding that where there was no established practice of distributing bonuses employer was not required to bargain over their distribution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is a critical difference between being the intended beneficiary of an estate and being the intended beneficiary of a contract between a lawyer and his client.’ ” 349 Md. at 754, 709 A.2d at 1276 (quoting Copenhaver v. Rogers, 238 Va. 361, 384 S.E.2d 593, 596 (1989)). A number of jurisdictions, some of which do not ordinarily subscribe to the strict privity theory, have decided the same issue before this Court and have held, as a matter of law, that beneficiaries under a will do not have standing to sue the personal representative’s attorney. See, e.g., Goldberg, 266 Cal.Rptr. at 489 (applying the balancing of factors test); Hopkins v. Akins, 637 A.2d 424, 428-29 (D.C.1993)(applying the strict privity rule); Neal v. Baker, 194 Ill.App.3d 485, 141 Ill.Dec. 517, 519, 551 N.E.2d 704, 706(<HOLDING>), appeal denied, 132 Ill.2d 546, 144 IlLDec. Options: A. holding that plaintiff could not prevail as a thirdparty beneficiary where contract was not valid B. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship C. recognizing common law cause of action as thirdparty beneficiary D. holding employer thirdparty beneficiary could compel arbitration E. holding that the thirdparty beneficiary theory did not apply

assistant: The best answer is E. holding that the thirdparty beneficiary theory did not apply
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 Executive represents and warrants to the Company that, as of the date hereof, neither his execution and delivery of this Agreement nor the performance of his obligations hereunder will conflict with, violate or result in a breach of any agreement or obligation to which he is a party or by which he is bound.

assistant: Representations
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: With the written consent of the Required Lenders (or, in the case of (i) amendments or modifications to the definition of “Required Revolving Lenders” or (ii) waivers of any condition precedent to any Revolving Borrowing set forth in Section 4.3 , the Required Revolving Lenders), the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: supplemental jurisdictio y action premised on alleged bad faith termination from IAI “cannot be maintained against parties with whom no employment relationship existed — i.e., the named defendants other than IAI.” Rothmeier contends that respondents breached fiduciary duties owed to him by terminating him from the partnerships in bad faith. However, the partners here acted pursuant to (1) the IAI Venture I partnership agreement, which provided for automatic termination of Rothmeier’s partnership interest upon his termination from IAI and (2) the IAI Venture II partnership agreement, which provided for termination of a partner’s interest at the sole discretion of the other partners. Neither agreement abrogates the fiduciary character of the partnerships. See Appletree, 494 N.W.2d at 893 (<HOLDING>). Moreover, under Delaware law, a partner Options: A. holding that a statutorilyimposed fiduciary obligation created an express trust fiduciary relationship for purposes of 523a4 B. holding that partners have a fiduciary relationship and are held to high standards of integrity in their dealings with each other C. holding that partners may not agree to eliminate the fiduciary character of their relationship D. holding that general partners must notify limited partners of partnership opportunity to purchase adjacent property but not addressing whether 9404 requires affirmative consent of partners after such notice E. holding that the relationship of partners is of a fiduciary character and imposes upon them the obligation to exercise good faith and integrity in their dealings

assistant: The best answer is C. holding that partners may not agree to eliminate the fiduciary character of their relationship
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the full payment and performance of the Secured Obligations, upon written request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the applicable Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may provide you with notices by email ( to the email address associated with your account ) , regular mail or postings on the website ( s ) related to the affected 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: Each of the parties hereto acknowledges that the other party hereto will have no adequate remedy at law if it fails to perform any of its obligations under any of the Transaction Documents. In such event, each of the parties hereto agrees that the other party hereto shall have the right, in addition to any other rights it may have (whether at law or in equity), to specific performance of this Purchase and Sale Agreement.

assistant: Specific Performance