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: of Easton, Inc., 142 Md. 526, 121 A. 475, 478 (1923). Void ab initio, the ersatz amendment has not improved with age. Nor did filing with the Department of State breathe life into a dead letter. The Millers' claim of authority over the assets can be traced ultimately to the initial, ultra vires amendment, which bears some legal resemblance to a wild deed. Title to land cannot be conferred by a wild deed of comparable vintage. See Marshall v. Hollywood, Inc., 236 So.2d 114, 118-120 (Fla. 1970). Until enactment of the Marketable Record Title Act, a forged or otherwise void deed was a nullity which could never start the running of a statute of limitations, see Reed v. Fain, 145 So.2d 858, 864 (Fla.1961), even if recorded. See Wright v. Blocker, 144 Fla. 428, 434, 198 So. 88, 90 (Fla.1940) (<HOLDING>). 11 . While the Church has standing to assert Options: A. holding that the rights afforded prisoners set a floor for those that must be afforded sexually violent predators subject to civil detention B. holding recording afforded no protection to the claimants thereunder C. holding that lprs are entitled to the protection of the equal protection clause D. holding a claimants injury report to a fellow employee did not satisfy the act because the claimants supervisor did not learn of the injury until six months later E. recognizing the confidentiality ordinarily afforded to settlement agreements

assistant: The best answer is B. holding recording afforded no protection to the claimants thereunder
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: arrived at the scene of the crime, (Tr. at 173), indicating a high degree of certainty in his identification. Finally, the close proximity in both time and location between the crime and the Show-up here helped ensure its reliability. The fact that the Show-up took place approximately four blocks away from the crime, and within thirty to forty-five minutes of the event, mitigated any potential prejudice that might have resulted from Farmian viewing Valtin in police custody. See, e.g., Johnson v. Gilmore, 940 F.2d 665, 1991 WL 155984, at *4 (7th Cir. Aug.15, 1991) (unpublished table decision) (show-up occurring twelve to eighteen minutes after crime is close enough in proximity to “significantly diminish[ ] the concern of misidentification due to fading memory”); Zelker, 455 F.2d at 716 (<HOLDING>); see also Willin v. Ajello, 496 F.Supp. 804, Options: A. holding that police had probable cause to arrest defendant who was seen in the company of drug suspects was seen meeting suspects while they engaged in a drug conspiracy and whose behavior was consistent with the inference he was part of the conspiracy B. holding two instances of violating 148 were two offenses because thirty minutes elapsed between the two incidents and in the intervening space of time the defendant had completely calmed down and ceased his criminal activity C. holding that a showup identification that occurred less than ninety minutes after the commission of the crime and within one mile of the crime scene was not unnecessarily suggestive because of its close temporal and geographic proximity to the crime D. holding that officers had reasonable suspicion to stop suspect seen driving late at night only a short distance from the area in which a crime had been committed E. holding showup to be reasonable because when the two suspects were brought to be seen by the identifier only 30 minutes had elapsed since the identifier had reported the crime

assistant: The best answer is E. holding showup to be reasonable because when the two suspects were brought to be seen by the identifier only 30 minutes had elapsed since the identifier had reported the crime
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the language of § 109(g)(2) is mandatory — i.e., a court must dismiss a bankruptcy petition if the debtor was a debtor in another bankruptcy case within the preceding 180 days and the debtor requested and obtained a voluntary dismissal of the case following the filing of a request for relief from the automatic stay provided by § 362. E.g., In re Bigalk, 813 F.2d 189, 190 (8th Cir.1987); In re Tooke, 133 B.R. 661, 663 (Bankr.M.D.Fla.1991); In re Denson, 56 B.R. 543, 546 (Bankr.N.D.Ala.1986); In re Keziah, 46 B.R. 551, 554 (Bankr.W.D.N.C.1985). A second line of cases appears to suggest that, although § 109(g)(2) is mandatory, § 109(g)(2) applies only if the motion for relief from stay was pending at the time of the voluntary dismissal. E.g., In re Milton, 82 B.R. 637 (Bankr.S.D.Ga.1988) (<HOLDING>); In re Jones, 99 B.R. 412 (Bankr.E.D.Ark.1989) Options: A. holding that 109g2 does not apply when there was no unresolved motion pending at the time when the debtor sought dismissal B. holding that 109g2 is discretionary and does not apply if mechanical application would lead to unwarranted results C. holding that 42 usc 1997e does not apply to claims pending at the time of passage of the plra D. holding that section 101 of the act does not apply retroactively to eases not pending on appeal at the time the act became effective E. recognizing that aedpa would not apply to a habeas petition that was pending at the time of its enactment

assistant: The best answer is A. holding that 109g2 does not apply when there was no unresolved motion pending at the time when the debtor sought dismissal
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: 114 Hawaii 302, 347, 162 P.3d 696, 741 (2007), Alaska’s constitution contains a provision that is “nearly identical in wording and substance” to article XVI, section 2 of the Hawaii Constitution. Accordingly, the court in Kaho'ohanohano cited Alaska’s case law as “instructive in interpreting our own clause.” Id. Although the issue of when an employee’s constitutionally protected benefits accrue was not squarely before the court in Kaho'ohanohano, the court twice referenced that the Supreme Court of Alaska has determined that such benefits vest or accrue upon the employee’s employment and enrollment in an ERS, rather than when the employee becomes eligible to receive the benefits. Id. at 347-48, 162 P.3d at 741-42 (citing, e.g., Hammond v. Hoffbeck, 627 P.2d 1052, 1057 (Alaska 1981) (<HOLDING>); Municipality of Anchorage v. Gallion, 944 Options: A. holding that military retirement benefits are to be considered deferred pay for past services B. holding that disability benefits are not retirementtype benefits C. holding that benefits under alaskas ers are in the nature of deferred compensation and that the right to such benefits vests immediately upon an employees enrollment in that system D. holding that unemployment compensation benefits received by plaintiff are collateral source and that defendant could not reduce personal injury damages because of such benefits E. holding that retirement benefits are accrued benefits under erisa

assistant: The best answer is C. holding that benefits under alaskas ers are in the nature of deferred compensation and that the right to such benefits vests immediately upon an employees enrollment in that system
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 on Schedule 8.1.16 , Seller is not actively engaged in any audit, dispute or claim now pending or threatened in writing by any governmental authority with respect to any Tax related to the Property (other than tax appeals or disputes which Seller elects to file after the Original Effective Date relating to tax periods before the Closing tax period). Except as set forth on Schedule 8.1.1 6 , Seller has not filed notices of protest or appeal against, or commenced proceedings to recover, property tax assessments against any of the Property, tax appeals or disputes which Seller elects to file after the Original Effective Date relating to tax periods before the Closing tax period).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cir.2000) (collecting cases), and where death threats are combined with physical violence or displays of imminent force, a petitioner is even more likely to be able to establish past persecution. See, e.g., Ruano v. Ashcroft, 301 F.3d 1155, 1160 (9th Cir.2002) (finding past persecution where petitioner was threatened by men who had “closely confronted” him and drawn their pistols in his presence). Thus, Singh’s statement that the KLF members held a gun to his head when they threatened him was a particularly important aspect of his claim to consider in assessing whether he had experienced past persecution. Second, applicants can establish past persecution when threats are coupled with harm to people close to the applicant. See, e.g., Khup v. Ashcroft, 376 F.3d 898, 904 (9th Cir.2004) (<HOLDING>). Therefore, the BIA should have considered the Options: A. holding that a showing of past persecution creates a rebuttable presumption of future persecution B. holding that harassment threats and one beating did not constitute persecution C. holding that threats combined with the murder of a fellow preacher constituted past persecution D. holding that threats standing alone generally do not constitute past persecution E. holding that threats standing alone constitute past persecution in only a small category of cases and only when the threats are so menacing as to cause significant actual suffering or harm

assistant: The best answer is C. holding that threats combined with the murder of a fellow preacher constituted past persecution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or between any such labor organizations, may be brought in any district court of the United States having jurisdiction of the parties, without respect to the amount in controversy or without regard to the citizenship of the parties. 29 U.S.C. § 185(a). Contract suits filed in state courts alleging a violation of a collective bargaining agreement have long since fallen under the scope of § 301. See Textile Workers Union of Am. v. Lincoln Mills of Ala., 353 U.S. 448, 456-57, 77 S.Ct. 912, 1 L.Ed.2d 972 (1957) (interpreting § 301 as a congressional mandate to the federal courts to create a body of federal common law to handle labor contract disputes); Local 17k, Teamsters, Chauffeurs, Warehousemen & Helpers of Am. v. Lucas Flour Co., 369 U.S. 95, 102-03, 82 S.Ct. 571, 7 L.Ed.2d 593 (1962) (<HOLDING>). For this reason, “[a] state rule that Options: A. holding that any suit filed in state court alleging violations of a provision of a labor contract must be brought under 301 and be resolved by federal law B. holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur C. holding state immune from suit brought in state court D. holding that if the state law claim can be resolved without interpreting the agreement the claim is independent for 301 preemption purposes E. holding that state court with jurisdiction over 301 claim should have applied federal labor law rather than state contract law

assistant: The best answer is A. holding that any suit filed in state court alleging violations of a provision of a labor contract must be brought under 301 and be resolved by federal law
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: Executive has been an employee of the Company since September 3, 2013. The Company and Executive now agree to enter into this Agreement, upon the terms and conditions set forth herein for the period beginning on January 1, 2016 and ending as provided in paragraph 4 hereof (the " Employment Period "). The parties agree that for purposes of calculating years of service, Executive’s employment with the Company commenced as of September 3, 2013.

assistant: Employment
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 GUARANTY IS ONE OF THE LOAN DOCUMENTS REFERRED TO IN THE CREDIT AGREEMENT AND ALL PROVISIONS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT THAT APPLY TO LOAN DOCUMENTS GENERALLY (INCLUDING BUT NOT LIMITED TO THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADING “WAIVER OF JURY TRIAL”) ARE FULLY APPLICABLE TO THIS GUARANTY AND ARE INCORPORATED HEREIN BY THIS REFERENCE AS IF THEY WERE CONTAINED IN THIS GUARANTY, MUTATIS MUTANDIS , WITH EACH REFERENCE TO “BORROWER” BEING DEEMED A REFERENCE TO “GUARANTORS”, AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder, and the authorization (or reservation for issuance of), the Exchange, and the issuance of the Preferred Stock and the shares of Common Stock issuable upon conversion or exercise of the Preferred Stock have been taken on or prior to the date hereof.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement, and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Connecticut.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( vii ) attempt to modify , translate , adapt , edit , decompile , disassemble , or reverse engineer any software programs used by tripadvisor in connection with the website or the services .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to bring a dispute in small claims court in san mateo county , california , or , if you reside in the us , in a small claims court in your county of residence .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: justification or authorization. We recognize that the military judge had previously instructed the members on an assault consummated by a battery, but those instructions did not include guidance on how to evaluate the offer-type assault that preceded the killing of Mansur. See Manual for Courts-Martial, United States (MCM) pt. IV, ¶ 54.c.(1)(b) (2012 ed.). Thus, the members were never instructed that for Appellant to have assaulted Mansur by pointing the pistol at him, Mansur had to reasonably apprehend immediate bodily harm. See MCM pt. IV, ¶ 54.c.(1)(b)(ii). The two varieties of assault are sufficiently different that, even when the instructions are viewed holistically, the first portion of the instruction was incomplete. See United States v. Marbury, 56 M.J. 12, 17 (C.A.A.F.2001) (<HOLDING>). More importantly, the second emphasized Options: A. holding that the evidence is sufficient to sustain a conviction for aggravated battery when the bodily member that is lost or rendered useless in the battery is a tooth B. holding that aggravated battery of peace officer encompasses both insulting or provoking contact and battery resulting in bodily harm C. recognizing that the critical question is whether any present violation exists D. holding that a victim who sees another person in the act of shooting at him evidences a wellfounded fear of imminent bodily harm when he ducks to avoid being shot E. holding the critical issue in offertype assaults is whether the victim reasonably apprehended imminent bodily harm as compared to assaults consummated by a battery in which the critical issue is actual bodily harm

assistant: The best answer is E. holding the critical issue in offertype assaults is whether the victim reasonably apprehended imminent bodily harm as compared to assaults consummated by a battery in which the critical issue is actual bodily harm
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Operating Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: He pled guilty to stealing guns. The offense to which he pled guilty thus encompasses the facts necessary to support both this enhancement and the minimum sentence, and therefore there was no Sixth Amendment violation regarding these facts. Duckro has a somewhat stronger argument regarding his ten-point offense level enhancement for the number of guns in volved in the offense. Nothing in the plea agreement refers to the number of guns stolen or possessed by Duckro or his associates. The district court explicitly stated that it relied on the pre-sentence report in determining how many guns Duckro stole or possessed, even though Duckro objected to the use of the determination of the number of guns referenced in the report. See United, States v. Richmond, 169 Fed. Appx. 936 (6th Cir.2006) (<HOLDING>). This factual finding based on the presentence Options: A. holding that the defendants prior conviction referenced in his presentence report could be taken as admitted because he had made no objection to the facts in his report B. holding that sentencing court may not adopt facts from codefendants presentence report that was not disclosed to defendant C. holding that the information contained in a presentence report is reliable because it is based upon the presentence officers research of the records contact with relevant agencies and the gathering of information which is required to be included in a presentence report D. holding that a defendants objection to facts in the presentence report on the basis that they went beyond any prior jury verdict or guilty plea is sufficient to prevent those facts from being relied upon in sentencing E. holding that factual basis had to be established at time of guilty plea not later in presentence investigation

assistant: The best answer is D. holding that a defendants objection to facts in the presentence report on the basis that they went beyond any prior jury verdict or guilty plea is sufficient to prevent those facts from being relied upon in sentencing
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: paid during the three-year period immediately preceding the filing of the claim. I.R.C. § 6511(b)(2)(A). If the refund claim is not filed within three years from the time a return was filed, then the amount of the credit or refund is limited to “the portion of the tax paid during the 2 years immediately preceding the filing of the claim.” I.R.C. § 6511(b)(2)(B). Where a taxpayer pays part of the tax before, and part after, filing a refund claim, the amount of any refund potentially allowable is limited to the amount paid before the claim (and within the applicable two- or three-year look-back period). See Carroll v. United States, 198 F.Supp.2d 328, 348 (E.D.N.Y.2001), rev’d on other grounds, 339 F.3d 61 (2d Cir.2003); Keeter v. United States, 957 F.Supp. 1160, 1163-64 (E.D.Cal. 1997) (<HOLDING>). The amount paid after the refund claim Options: A. holding that a tax refund claim must be dismissed if the principal tax deficiency has not been paid in full B. holding that a taxpayer only has a refund right after the irs has credited the refund to other underpaid taxes therefore the refund was not part of the bankruptcy estate C. holding that a refund may include additional taxes paid after the filing of a refund claim so long as the total does not exceed the portion of tax paid prior to the administrative claim D. holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted E. holding that the trial court lacked authority to order a refund where the defendants case did not meet the specific statutory requirements authorizing a refund

assistant: The best answer is C. holding that a refund may include additional taxes paid after the filing of a refund claim so long as the total does not exceed the portion of tax paid prior to the administrative claim
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: other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted.” “Hearsay is not admissible at trial unless it qualifies as an exception to the rule against hearsay.” State v. Zukevich, 84 Hawai'i 203, 205, 932 P.2d 340, 342 (App.1997) (internal citations omitted). “Hearsay included within hearsay is not excluded under the hearsay rule if each part of the combined statements conforms with an exception to the hearsay rule” provided under the HRE. HRE Rule 805 (1993). Although Petitioner and Respondent cite no cases, they are correct as to their position that a text message is hearsay if offered to prove the truth of the matter asserted. See State v. Franklin, 280 Kan. 337, 121 P.3d 447, 451-52 (2005) (<HOLDING>). However, Petitioner concedes that the actual Options: A. holding that statements offered to establish defendants state of mind in making an employment decision and not offered for the truth of the matter asserted are not hearsay B. holding that a text message constituted hearsay insofar as it was offered to prove the truth of the statement asserted C. holding that in employees age discrimination suit against former employer supervisors statement to employee was not hearsay even though the statement was offered for its truth because the statement was an admission by a party opponent D. holding that some of the testimony is not being offered to prove the truth of the matter asserted and there fore is not hearsay E. holding that the admission of a report was not hearsay because it was not offered to prove its truth but to impeach the veracity of the witnesss direct testimony

assistant: The best answer is B. holding that a text message constituted hearsay insofar as it was offered to prove the truth of the statement asserted
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: trial. Rather, § 4241(d) provides that the Attorney General “shall hospitalize the defendant ... as is necessary” to determine whether the defendant’s condition will improve. Ferro’s argument simply is not supported by the language of the statute. Moreover, several other circuits have considered whether § 4241(d) requires commitment to the Attorney General upon an initial finding of incompetency, and in all cases, the courts have concluded that the statute is mandatory. See United States v. Filippi, 211 F.3d 649, 651 (1st Cir.2000) (stating that the statute establishes a general rule of commitment without a “case-by-case choice by the district court as to whether to incarcerate once the incompetency finding has been made”); United States v. Donofno, 896 F.2d 1301, 1302 (11th Cir.1990) (<HOLDING>); United States v. Shawar, 865 F.2d 856, 860 Options: A. holding that the language of the statute is mandatory and the commission must act within 180 days B. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous C. holding that exhaustion is mandatory and jurisdictional D. holding that the statute is mandatory E. holding that application note 6 is not mandatory

assistant: The best answer is D. holding that the statute is mandatory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to provide supplemental briefing on whether Nelson could still pursue a workers' compensation claim. The parties agreed that he could. We do not decide this issue because Alaska Concrete was not a party in the superior court or this appeal. 44 . Ben Lomond, Inc. v. Municipality of Anchorage, 761 P.2d 119, 122 (Alaska 1988). 45 . Baxley v. State, 958 P.2d 422, 428 (Alaska 1998). 46 . See State v. Native Vill. of Nunapitchuk, 156 P.3d 389, 405 (Alaska 2007) (distinguishing between facial and as-applied constitutional challenges). 47 . We acknowledge that it has been more than two years since Nelson was injured, but this does not necessarily preclude him from receiving benefits under the workers' compensation act. See Jonathan v. Doyon Drilling, Inc., 890 P.2d 1121, 1125 (Alaska 1995) (<HOLDING>). Here, Nelson did not file a written claim for Options: A. holding that twoyear period for requesting hearing after employers controversion only applies to employees written claim for workers compensation benefits B. holding that court would not imply a statutory cause of action for employers interference in employees assertion of claim for compensation C. holding that the twoyear statute of limitations set forth in indcode 341221 governs employees claim that he was discharged in retaliation for filing a workers compensation claim D. holding that a twoyear statute of limitations period applies to all 1983 actions brought in pennsylvania E. holding that because maryland law expressly creates right to file workers compensation claim action exists for wrongful discharge for termination based solely on the filing of a workers compensation claim

assistant: The best answer is A. holding that twoyear period for requesting hearing after employers controversion only applies to employees written claim for workers compensation 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 legal provision and list the applicable contract clause categories. Provision: The Holder has the requisite legal capacity, power and authority to enter into, and perform is obligations under, each Transaction Document to which it is a party. Each of the execution, delivery and performance of each such Transaction Document by the Holder, and the consummation by the Holder of the Transactions to which it is a party, have been duly authorized by all requisite corporate action on the part of the Holder, as applicable, and no further consent or authorization is required. Each Transaction Document to which the Holder is a party has been duly authorized, executed and delivered by such Holder, and constitutes the legal, valid and binding obligations of the Holder, enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

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 legal provision and list the applicable contract clause categories. Provision: Each Purchaser represents and warrants that (a) this Agreement has been duly authorized by such Purchaser and duly executed and delivered by or on behalf of such Purchaser; (b) this Agreement constitutes a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought; (c) such Purchaser has received a copy of the Company’s prospectus dated February 1, 2016 included in the Company’s shelf registration statement on Form S-3 (File No. 333-208953), including exhibits, financial statements, schedules and documents incorporated by reference therein, as amended, and the prospectus supplement dated November 30, 2016 specifically relating to the Shares (collectively, the “ Prospectus ”), and (d) such Purchaser has made its investment decision independently, based on the information in the Prospectus, and not based on any other information provided by the Company or CSCA Capital Advisors LLC (the “ Placement Agent ”), or any recommendation of the Placement Agent. Further, as of the date hereof and after giving effect to the transaction contemplated hereby, such Purchaser, together with any persons that would be deemed with the Purchaser to be a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, do not own directly or indirectly more than 9.8% of the issued and outstanding capital stock of the Company. Each Purchaser expressly acknowledges that the provisions of the Company’s Articles of Incorporation, as amended or supplemented (the “ Charter ”), contain limitations on such Purchaser’s ownership of the Company’s capital stock, which, among other things, prohibit the direct or indirect ownership of more than 9.8% of the Company’s outstanding capital stock and, in the event the shares of capital stock acquired by a Purchaser pursuant to this Agreement or otherwise exceed such limits, give the Company certain repurchase rights on the terms set forth in the Charter and result in the conversion of certain shares of capital stock held by such Purchaser into excess stock which will be held for the benefit of a charitable beneficiary on the terms set forth in the Charter.

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: To the extent invoiced at least three (3) Business Days prior to the closing date, all reasonable costs, fees, expenses of Administrative Agent, Lead Arranger and (in the case of fees only) the Lenders required to be paid by this Agreement, the Fee Letter or as otherwise agreed by Borrower, in each case, payable to Administrative Agent, Lead Arranger and/or Lenders in respect of the Transactions, shall have been paid to the extent due.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

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: Plaintiffs seek clarification whether certain Plaintiffs (ie., Rocco and Bridie Doino, Barry and Vicki Karlin, and Barbara Saunders (¶¶ 44, 55, 63)) are excused from presenting their vehicles for repair or adjustments because their vehicles were “totaled in SUA-related incidents.” {See Opp’n at 15. ) In Plaintiffs’ view, these occurrences rendered performance impossible and therefore excused their performance. Id. In response, Defendants merely note that these Plaintiffs, like those who sought replacement or refund, failed to “seek repair” as required by the terms of the warranty. (Reply at 4.) California law has long recognized that impossibility of performance will excuse a party’s performance under a contract. Mineral Park Land Co. v. Howard, 172 Cal. 289, 291, 156 P. 458 (1916) (<HOLDING>). However, even accepting Plaintiffs’ argument, Options: A. recognizing that impossibility but not mere difficulty excuses a partys performance B. recognizing that courts and commentators have had difficulty determining the meaning of good faith in the definition of fair consideration C. recognizing the difficulty of calculating damages but not finding the task impossible D. holding as a matter of law that mere fact that a contract definite in material respects contains some terms which are subject to further negotiation will not bar a decree for specific performance if in the courts discretion specific performance should be granted E. recognizing the difficulty of precisely pleading the effects on interstate commerce before completion of discovery

assistant: The best answer is A. recognizing that impossibility but not mere difficulty excuses a partys performance
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 fact that Defendants removed the cross only after the presence of crosses on other municipal seals had been held to be unconstitutional. See, e.g., Robinson v. City of Edmond, 68 F.3d 1226, 1232 (10th Cir.1995); Harris v. City of Zion, 927 F.2d 1401, 1413 (7th Cir.1991); Friedman v. Bd. of County Comm’rs, 781 F.2d 777, 778 (10th Cir.1985); see also Murray v. City of Austin, 947 F.2d 147, 163 (5th Cir.1991) (Goldberg, J., dissenting), cert. denied, 505 U.S. 1219, 112 S.Ct. 3028, 120 L.Ed.2d 899 (1992) (noting that there has been “constant ... judicial disapproval of government use of Christian crosses ... on municipal seals” and pointing out that “[t]he Supreme Court itself has repeatedly disapproved in dicta the governmental display of crosses”). But see Murray, 947 F.2d at 158 (<HOLDING>). We need not adjudge the constitutionality of Options: A. holding that the endorsing requirement does not violate the establishment clause B. holding that inclusion of cross on government seal violated federal establishment clause C. holding that the presence of a cross on the city insignia did not violate the establishment clause D. holding that plaintiffs have standing to challenge the constitutionality of the presence of a cross in a city park even though the cross was neither erected nor financially maintained by the government E. holding that establishment of christmas day as legal public holiday did not violate establishment clause

assistant: The best answer is C. holding that the presence of a cross on the city insignia did not violate the establishment clause
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: was closely scrutinized, she was left off of out-of-office emails, she was referred to executive coaching, she was pushed for inputs on her development plan, and she was placed on a CAP. Novotny asserts that her supervisor, Roberts, did not take any of these actions against her male counterparts. As these alleged actions do not qualify as adverse employment actions, Novotny failed to state a claim for pretermination activities. In Hollins v. Atlantic Co., 188 F.3d 652 (6th Cir.1999), this Court explained a materially adverse employment action as follows: Id. at 662 (citation omitted). We have consistently held that de minimis employment actions are not materially adverse and, thus, not actionable. See, e.g., Jacklyn v. Schering Plough Healthcare Prod., 176 F.3d 921, 930 (6th Cir.1999) (<HOLDING>); Kocsis v. Multi-Care Mgmt., 97 F.3d 876, 885 Options: A. holding that potentially indefinite suspension of employee from work without pay could constitute materially adverse employment action even where employer awards full backpay for the entire period and that reassignment of responsibilities could constitute materially adverse employment action even absent demotion B. holding that counseling sessions and written criticisms of employees work performance did not fall within the types of materially adverse employment actions C. holding that allegations that employee was yelled at for complaining about his discriminatory treatment and criticized were not materially adverse actions D. holding that a denial of transfer was not an adverse employment action where the plaintiff asserted only that the transfer would allow him to work closer to home E. holding that neither requiring plaintiff to work at home while she was recovering from outpatient surgery nor rejecting computer expenses that previously had been approved were materially adverse employment actions

assistant: The best answer is E. holding that neither requiring plaintiff to work at home while she was recovering from outpatient surgery nor rejecting computer expenses that previously had been approved were materially adverse employment 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: No failure or delay by the Administrative Agent or any Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the other Loan Documents and any agreements relating to the other Guaranteed Obligations shall be cumulative and not exclusive of any rights or remedies provided by law.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Wolverine and any of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a Subsidiary, including amounts under this Agreement), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all applicable federal, state and local withholding and employment-related tax requirements attributable to the Restricted Stock Units Award under this Agreement, including, without limitation, the award, vesting or settlement of Restricted Stock Units and any Dividend Equivalents; or (b) require Employee promptly to remit the amount of such withholding to Wolverine or a Subsidiary before taking any action with respect to the Restricted Stock Units. Unless the Committee provides otherwise, withholding may be satisfied by withholding shares of Common Stock to be received by Employee pursuant to this Agreement or by delivery to Wolverine or a Subsidiary of previously owned Common Stock of Wolverine.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the next month or succeeding month, depending upon the date of the limitations period. Fisher v. Westmont Hospitality, 935 S.W.2d 222, 225 (Tex.App.—Houston [14th Dist.] 1996, no pet.). The same rule applies to computing periods of limitation based on years. Id.; Pitcock, 326 S.W.2d at 566. The term “year” is defined as a calendar year. Tex. Gov’t Code Ann. § 312.011(18) (West 1998). Thus, using the measure of a calendar year, we look to the date upon which the event occurred and then look at the calendar to find the same date, two years later, to determine the expiration of the statute of limitations. Fisher, 935 S.W.2d at 225-26. This method of calculation has been recognized by numerous courts. See, e.g., Cortinas v. Wilson, 851 S.W.2d 324, 326 (Tex.App.—Dallas 1993, no writ) (<HOLDING>); Seibert v. General Motors Corp., 853 S.W.2d Options: A. holding that a twoyear statute of limitations period applies to all 1983 actions brought in pennsylvania B. holding that where plaintiffs cause of action for personal injuries accrued on june 17 1989 twoyear limitations period expired on june 17 1991 C. holding that a compulsory counterclaim was barred by pennsylvanias twoyear statute of limitations notwithstanding that the plaintiff filed his complaint late in the twoyear limitations period D. holding that where conversion occurred on september 4 1935 twoyear limitation period expired on and with september 4 1937 E. holding that the cause of action accrued on the date of sale

assistant: The best answer is B. holding that where plaintiffs cause of action for personal injuries accrued on june 17 1989 twoyear limitations period expired on june 17 1991
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the other carrier.” 47 C.F.R. § 51.701(e). 3 . AT & T limited its claim for relief to compensation it calculated was due prior to June 14, 2001. {See D.I. 1 at Ex B. ¶ 2, n. 5.) It did so, it said, to "limit the complexity and to facilitate resolution of this dispute.” (Id.) That date coincides with the issuance of an FCC ruling, In re Implementation of Local Competition Provisions in Telecommunications Act of 1996, 16 F.C.C.R. 9151, 2001 WL 455869 (F.C.C.2001) (the "ISP Remand Order'reproduced at D.I. 52, p. NRM 056), remanded sub nom. WorldCom, Inc. v. FCC, 288 F.3d 429 (D.C.Cir.2002), cert. denied sub nom. Core Communs., Inc. v. FC ar under controlling authority that those defendants are subject to suit under 47 U.S.C. § 252(e)(6), see MCI Telecomm. Corp., 271 F.3d at 510-11 (<HOLDING>), and because the relief being sought under Options: A. holding that states participating in telecommunications regulation after passage of the act have waived their sovereign immunity with respect to their regulatory decisions B. holding that where a regulation could not fairly be read to have spoken at all on an issue an agencys proposed interpretation of the regulation as it pertained to that issue was not a reasonable interpretation of the regulation C. holding a states regulation of liquor was not a special sovereignty interest in part because of the pervasive federal interest in the regulation of liquor D. recognizing power of states to engage in some regulation of interstate commerce E. holding that interpretation of regulation by va that conflicted with plain meaning of regulation not entitled to deference

assistant: The best answer is A. holding that states participating in telecommunications regulation after passage of the act have waived their sovereign immunity with respect to their regulatory decisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall deliver to Purchaser: (i) duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, and security agreements created by Seller that encumber the Second Closing Assets; and (ii) releases of any related financing statements.

assistant: Releases
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 Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the applicable Closing, and without further consideration, the Company will execute and deliver to the Purchasers such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

assistant: Entire Agreements