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 legal provision and list the applicable contract clause categories. Provision: Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “ Transferor” ). On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “ Transferor Endorsement Form” ) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “ Transferee” ), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

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: Except as permitted herein, neither Seller nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Mortgage Loans or any interest therein, provided that this Section shall not prevent any transfer of Purchased Mortgage Loans in accordance with the Program Agreements.

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: All representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of thirty-six (36) months, except for the representations and warranties given pursuant to Section 6(A), Section 6(B), Section 7(A), Section 7(B), Section 8(A) and Section 8(B), which shall survive the Closing until the expiration of the applicable statute of limitations. Any Claim for indemnification under this Section 14 shall be made during the applicable survival period. In order to enforce a claim against the indemnitor under this Section 14 , the indemnified party shall provide written notice to the indemnitor on or before the last day of the survival period of any alleged breach and, to the extent that such breach is susceptible to cure, shall allow the indemnitor thirty (30) days within which to cure such breach, or, if such breach cannot reasonably be cured within thirty (30) days, an additional reasonable time period, so long as such cure has been commenced within thirty (30) days after notice and is being diligently pursued and such cure is completed within an additional sixty (60) days after the end of such 30-day cure period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will, and will cause each of its Significant Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty and condemnation events excepted, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations; provided that the Company may maintain self-insurance reasonable and customary for firms engaged in businesses similar to that of the Company and its Significant Subsidiaries and similarly situated.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the services may allow you to access or acquire products , services , websites , links , content , material , games or applications from third parties ( companies or people who are n't microsoft ) ( `` third-party apps and 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 case excerpt and choose the best holding from the options. Case excerpt: ability of the Secured Creditor to do so should not be in question since we know of at least $180,000.00 in cash in her possession which she will have in addition to the Property. Alternatively, if she chooses, she can sell Fitzhugh Place, Phase II as a whole thereby passing the investment opportunity on to someone else. Although this second alternative may result in the Secured Creditor realizing less today than she would receive in the future if the property was held for investment and ultimate development, that decision is hers. It does not affect the proper manner of valuation of the collateral for this Court to use in determining the proper credit on the Secured Creditor’s claim in this proceeding. Valuation of Fitzhugh Place, Phase II in accordance with its highest and best use (<HOLDING>) is appropriate as it will yield the most net Options: A. holding that there is no duty to override a plans mandate that company stock be offered as an investment option B. holding as an investment for future development C. holding that in texas future predictions and opinions especially those regarding the future profitability of a business cannot as a matter of law form a basis for fraud D. holding that an investment contract with a fixed return can still be security E. holding that future predictions and opinions especially those regarding future profitability of business cannot form basis for fraud as matter of law

assistant: The best answer is B. holding as an investment for future development
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: We think it probable that original trial counsel did not know that Gates was the suspicious person seen by witnesses in the area. Clearly, counsel did not know of Schweer’s contact with a person fitting Gates’ description in the nights preceding Schweer’s murder, including the fact that Schweer caught this individual trying to break into a truck. We conclude Harrington did not have the “essential facts” of the police reports so as to allow the defense to wholly take advantage of this evidence. As the Nevada Supreme Court stated under similar circumstances, “[0]nly access to the documents themselves would have provided the range and detail of information necessary to fully understand the implications of the police investigation.” Mazzan v. Warden, 116 Nev. 48, 993 P.2d 25, 37 (2000) (<HOLDING>); see also Wilson v. State, - So.2d -, -, 2002 Options: A. holding that during investigatory stop police may transport seized property to another location B. holding that record must show that evidence is exculpatory for defendant to establish brady violation C. holding oral disclosure of identity of another suspect was not sufficient to avoid brady violation for failing to produce police investigatory reports D. holding that a brady violation is waived by guilty plea E. holding that the alleged brady material was merely cumulative to the significant impeachment that already occurred during trial so there was no prejudice for a brady violation

assistant: The best answer is C. holding oral disclosure of identity of another suspect was not sufficient to avoid brady violation for failing to produce police investigatory reports
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: Notice hereunder shall be given by written delivery or confirmed facsimile thereof to the parties at their respective mailing addresses or email addresses set forth on the signature page hereof or to such other mailing address or email address as the other party shall be notified of in accordance herewith. Each party may rely on such mailing address or email address for all purposes in connection with the ownership of the Purchased Notes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive’s initial annual base salary shall be $215,000. The Executive’s base salary shall be re-determined annually by the Compensation Committee . The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: order regular community supervision if the de fendant is adjudged guilty of aggravated sexual assault under section 22.021 of the Penal Code. Tex.Code Crim. Proc. Ann. art. 42.12, § 3g(a)(l)(E). A trial judge also may not order shock community supervision if the defendant is ineligible for regular judge-ordered community supervision. See id. § 6(a)(1); State v. Posey, 330 S.W.3d 311, 315 (Tex.Crim.App.2011); State v. Dunbar, 297 S.W.3d 777, 780 (Tex.Crim.App.2009). Because imprisonment was the only punishment option, we hold that the trial judge did not err in failing to order a section 9 presentence investigation. Id. § 9(g)(3); see also Skinner v. State, No. 06-00-00184-CR, 2001 WL 193882, at *2 (Tex.App.-Texarkana Feb. 27, 2001, no pet.) (mem. op., not designated for publication) (<HOLDING>). Jimenez further contends that the trial court Options: A. holding that defendant whom trial court had adjudicated guilty of aggravated sexual assault after defendant had violated community supervision agreement was ineligible for judgeordered community supervision and thus fit within section 9g3 exception B. holding that an information charging defendant with offense of burglary that alleged that the defendant had committed an assault was not defective for failing to further allege specific facts that constituted assault C. holding that no apprendi violation shown when trial court cumulated sentences for aggravated sexual assault and indecency with a child when appellant did not dispute that sentence for each count was within statutory range D. holding that allegations of sexual assault by an employee of the church fell within coverage for sexual misconduct E. holding criminal sexual assault and unlawful restraint included offenses of aggravated crimi nal sexual assault and vacating convictions and sentences on former offenses

assistant: The best answer is A. holding that defendant whom trial court had adjudicated guilty of aggravated sexual assault after defendant had violated community supervision agreement was ineligible for judgeordered community supervision and thus fit within section 9g3 exception
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall obtain and carry in full force and effect the minimum insurance requirements set forth herein. Such insurance (a) shall be primary insurance with respect to the Company’s participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best “A-VII” (or its equivalent) or better, or an insurer pre-approved in writing by Buyer, (c) shall list Buyer as an additional named insured thereunder, and (d) shall require thirty (30) days’ written notice to be given to Buyer prior to any cancellation, non-renewal or material change thereof. The types of insurance, and minimum limits shall be: (a) if the Company has employees, worker’s compensation and employer’s liability coverage with statutory limits in compliance with the applicable Laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico) and (b) general liability insurance (including professional liability insurance) with a minimum limit of [***] Dollars ($[***]) per occurrence and [***] Dollars ($[***]) in the aggregate. Upon request by Buyer, the Company shall provide Certificates of Insurance evidencing compliance with this Section 7.5. The insurance policies shall be under an occurrence form, but if only a claims-made form is available to the Company, then the Company shall ensure that such claims-made form insurance policies have the option of an extended discovery period, and the Parties shall reasonably agree on the exercise of such extended discovery period option.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: our services may be accessed on third-party devices or other products ( `` third party products '' ) , and your ability to use certain features of the services may require you to purchase third-party products ( e.g. , fitness trackers ) .

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: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, that no Party to this Agreement will assign its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of the other Party to this Agreement; provided, further, that either Party may assign all or any part of its rights and may assign performance of Services to other Service Providers under this Agreement without obtaining any consent of the other Party, provided that in no case shall such assignment relieve the assignor of any obligations hereunder. Any purported assignment or transfer in violation of this Section 7.01 shall be null and void and of no effect.

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, after the date hereof, any Grantor obtains rights to, or applies for or seeks registration of, any new patent, trademark or copyright in addition to the patents, trademarks and copyrights described in Part C of Exhibit B , which are all of such Grantor’s patents, trademarks and copyrights as of the Restatement Effective Date, then such Grantor shall give the Administrative Agent notice of such newly acquired or registered patent, trademark or copyright, as part of each compliance certificate provided to the Administrative Agent pursuant to the Credit Agreement. Each Grantor agrees promptly upon request by the Administrative Agent to execute and deliver to the Administrative Agent any supplement to this Security Agreement or any other document reasonably requested by the Administrative Agent to evidence a security interest in such intellectual property in a form appropriate for recording in the applicable federal office. Each Grantor also hereby authorizes the Administrative Agent to modify this Security Agreement unilaterally (i) by amending Part C of Exhibit B to include any future patents, trademarks and/or copyrights of which the Administrative Agent receives notification from such Grantor pursuant hereto and (ii) by recording, in addition to and not in substitution for this Security Agreement, a duplicate original of this Security Agreement containing in Part C of Exhibit B a description of such future patents, trademarks and/or copyrights..

assistant: Intellectual Property
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: motion was filed prior to the trial court’s order of April 26, 2001. However, the order is silent as to this motion and the language of the order does not indicate multiple modification requests. Rather, the order expressly references the hearing of August 16, 2000, and refers to the “petition to modify.” Moreover, the record reflects that a hearing on Hargrave’s motion was set and reset for dates after April 26, 2001. Based on the record before us, the order is premised solely upon Lefever’s “petition” and the hearing held on August 16, 2000, which addressed this “petition.” Accordingly, we cannot say that the order of April 26, 2001, subsumed and disposed of Hargrave’s motion. Zellers, 727 S.W.2d at 365;- also Cozby v. Cozby, 597 S.W.2d 808, 809 (Tex.Civ.App.-Tyler 1980, no writ) (<HOLDING>); In the Interest of J.M. and G.M., 585 S.W.2d Options: A. holding that district court must conduct individualized assessment based on particular facts of each case B. recognizing that statute of limitations questions may be resolved on a motion to dismiss C. recognizing that questions of changed conditions and the amount of child support must be resolved on the particular facts of each case D. holding that changing the date and amount of the larceny under the circumstances of that case changed the identity of the offense E. holding that the court could award child support without a showing of changed circumstances where the original divorce decree awarded child support to be set after a specified time upon petition to the court

assistant: The best answer is C. recognizing that questions of changed conditions and the amount of child support must be resolved on the particular facts of each case
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 embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sellers, Owner, and Buyer shall use their reasonable efforts (a) to obtain all approvals and consents requested by the other Party and required by or necessary for the transactions contemplated by the Transaction Documents, and (b) to take all appropriate action and to do all things necessary, proper or advisable under Applicable Laws, regulations and the Transaction Documents to effect the Transactions (whether prior to or after Closing) and to timely satisfy the conditions set forth in Article V . Without limiting the foregoing, Sellers shall, and Owner shall cause Sellers to, execute, acknowledge and deliver to Buyer any and all other assignments, consents, approvals, conveyances, assurances, documents and instruments reasonably requested by Buyer and/or the Arizona Department of Health Services at any time and shall take any and all other actions reasonably requested by Buyer, at any time, in furtherance of, in connection with, or in relation to, Buyer’s notification and obtaining of Permits in connection relating to the Transaction and the Closing, including without limitation the change of ownership of the Purchased Assets and Business from Sellers to Buyer, as described in Arizona law, including (but not limited to) A.A.C. §R9-10-101 et seq. However, nothing in this Section 4.4 shall require any Party to (y) hold separate or make any divestiture of any asset or otherwise agree to any restriction on operations or other condition that would be materially adverse to the assets, liabilities or business of Buyer or Sellers, or (z) offer or grant financial accommodations to any third party or to remain secondarily liable with respect to any liability. Prior to Closing, no Party shall make any filing or request any consent related to the Transactions without the approval of the other Party, which approval shall not be unreasonably withheld or delayed.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Wiggins was cited to support the arguments regarding the need for a reasonable investigation for mitigation evidence. The application then stated that such “deficient performance of trial counsel raises a reasonable probability that the outcome would have been different” and cited the Sixth and Fourteenth Amendments and Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). The general rule is that arguments not raised before the district court are waived on appeal. State Indus. Prods. Corp. v. Beta Tech., Inc., 575 F.3d 450, 456 (5th Cir.2009). Errant headings in briefs, though, do not waive arguments. Balentine raised a Sixth Amendment argument. Both the magistrate judge and this court ruled on it. See Belt v. EmCare, Inc., 444 F.3d 403, 409 (5th Cir.2006) (<HOLDING>). Balentine’s claim was for ineffective Options: A. holding an issue not raised to the family court is not preserved for appellate review B. holding that where an issue is raised in the district court but raised late and the district court declines to deem the issue waived the issue may be raised on appeal C. holding that an issue not raised on appeal is waived D. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it E. holding that an issue was not preserved for appellate review because appellants trial objection does not comport with the issue he raised on appeal

assistant: The best answer is D. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it
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: if our relationship or these terms terminate , it will not limit any of our other rights or remedies , and any provision of these terms that must survive in order to give proper effect to the intent and purpose of these terms will survive termination , including without limitation sections 3 ( ownership and use of content ) , section 10 ( physical activities ) , 12 ( no warranties ) , 13 ( limitations of liability ) and 14 ( indemnification ) .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement shall begin on the Effective Date at your new compensation (which was effective April 1, 2017), which will be reviewed periodically in the same manner as your peer executives. This Agreement shall supersede your prior executive agreement and shall terminate on the earlier of June 1, 2020 or the termination of Executive’s employment with the Company; provided, however, notwithstanding anything in this Agreement to the contrary, Sections 5 through 21 shall survive until the expiration of any applicable time periods set forth in Sections 6, 7 and 8.

assistant: Terms
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 may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided herein. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission (e.g., “PDF” or “TIFF”) shall be as effective as delivery of a manually signed original.

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: Provided that the Second Release Effective Date (as that term is defined in Paragraph 5(h) herein) occurs, and subject to the Executive’s compliance with the terms and conditions of this Agreement at all times, the Company agrees to pay to Executive, no later than the sixtieth (60 th ) day following the Separation Date, $1,325,000, less applicable withholdings and deductions, which sum represents one (1) times the sum of Executive’s 2019 Base Salary and Target Bonus, in satisfaction of the Company’s severance obligation under Section 7(c)(iii) of the Employment Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The members of the Administrative Committee and its agents shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provisions shall not be applicable to any person if the loss, cost, liability or expense is due to such person’s gross negligence or willful misconduct.

assistant: Indemnifications
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: guilty of possessing a gun “in furtherance of’ his drug trafficking. Id. Since Watson, six courts of appeals have considered whether a defendant who receives a firearm in exchange for drugs possesses that firearm in furtherance of a drug trafficking crime, and all six have decided or assumed without deciding that such a defendant does violate § 924(c). See United States v. Mahan, 586 F.3d 1185, 1188 (9th Cir.2009) (“a defendant who accepts firearms in exchange for drugs possesses the firearms ‘in furtherance of a drug trafficking offense”); United States v. Sterling, 555 F.3d 452, 458 (5th Cir.2009) (assuming without deciding that bartering drugs for guns constitutes “possession in furtherance” of a drug trafficking offense); United States v. Dolliver, 228 Fed.Appx. 2, 3 (1st Cir.2007) (<HOLDING>); United States v. Luke-Sanchez, 483 F.3d 703, Options: A. holding that distinction between trading a gun for drugs and trading drugs for a gun is a distinction without a difference B. holding that acquisition of a firearm in exchange for drugs is a sufficient nexus to establish possession in furtherance of the drug sale C. holding that trading drugs for a firearm constituted use under 924c1a D. holding that trading drugs for a gun violates the in furtherance of prong of 924c E. holding that evidence is sufficient for 924c conviction where it shows weapons proximity to drugs and its accessibility

assistant: The best answer is D. holding that trading drugs for a gun violates the in furtherance of prong of 924c
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: as applicable, to the present case. 1. Purchaser Of Assets As an initial matter, there is no explicit requirement in the substantial continuity test for successor liability that an entity must be a “purchaser of assets” to be a successor. However, the Court recognizes that whether a transfer of assets occurred may be relevant to the find ing of substantial continuity when balancing the equities in a particular case or legal context. See Whitmore v. O’Connor Mgmt., Inc., 156 F.3d 796, 799 (8th Cir.1998) (“[T]here are many difficulties with [plaintiffs] legal argument, not the least of which is the fact that there was no sale of a business creating a predecessor-successor relation between the two corporations”). ERISA appears to be such a legal context. See Einhorn, 632 F.3d at 99 (<HOLDING>); see also Cobb, 452 F.3d at 556 (“Title VII Options: A. holding that seller carried insurance for benefit of buyer and held proceeds in trust for buyer when seller agreed to maintain insurance until possession date but bam burned before buyer took possession B. holding that broker who represents seller cannot represent buyer in purchase of property from seller without sellers knowledge and consent C. holding that a purchaser of assets may be liable for a sellers delinquent erisa fund contributions to vindicate important federal statutory policy where the buyer had notice of the liability prior to the sale and there exists sufficient evidence of continuity of operations between the buyer and seller emphasis added D. holding that a seller could enforce an arbitration provision against a buyer even though only the buyer had signed the provision E. holding that auctioneer who handled sale of car between seller and buyer could not be held liable for allegedly defective condition of car

assistant: The best answer is C. holding that a purchaser of assets may be liable for a sellers delinquent erisa fund contributions to vindicate important federal statutory policy where the buyer had notice of the liability prior to the sale and there exists sufficient evidence of continuity of operations between the buyer and seller emphasis added
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 general real estate taxes imposed by any governmental authority (" Taxes ") shall be prorated between Purchaser and Seller as to the Taxes with respect to the Property as of the Closing. If the Closing occurs prior to the receipt by Seller of the tax bill for the Property for the calendar year or other applicable tax period in which the Closing occurs, Taxes with respect to the Property shall be prorated for such calendar year or other applicable tax period based upon the prior year's tax bill.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and permitted assigns, except that no Loan Party may assign or transfer any of its rights or obligations under any Loan Document (except in connection with a merger or consolidation permitted by Section 5.02(d) ) without the prior written consent of the Administrative Agent and each Lender. Any purported assignment or transfer by a Loan Party in violation of the foregoing shall be null and void.

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 legal provision and list the applicable contract clause categories. Provision: Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the U.S. Subsidiaries as of the Effective Date. The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Subsidiaries is adequate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties executing this Lease on behalf of Tenant or Landlord represents to the other party that such party is authorized to do so by requisite action of the party to this Lease. If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority.

assistant: Authority
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 Designated Holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ho and of the threats that the authorities made against his family because of his alleged religious activities. The IJ’s finding is based on substantial evidence and involves the heart of Ho’s claim. See Secaida-Rosales, 331 F.3d at 308. Further, the IJ found Ho incredible because he failed to mention in both his airport interview and his credible fear interview that he was persecuted in China because of his Christian faith. The IJ could reasonably find that if Ho actually were persecuted in China on account of his religious beliefs, he would have raised that claim during those interviews, notwithstanding Ho’s claim of misguided instruction given to him by the “snakeheads” who transported him to the United States. See Yun-Zui Guan v. Gonzales, 432 F.3d 391, 398-400 (2d Cir. 2005) (<HOLDING>). These findings alone support the IJ’s Options: A. holding that an adverse credibility finding can be based on materially different asylum claims in an airport interview and petitioners subsequent testimony before the ij B. holding that where asylum officer testifies regarding accuracy of interviewing procedures inconsistencies between petitioners asylum interview testimony and merits hearing testimony form sufficient basis to uphold adverse credibility determination C. holding an ij must to address a petitioners explanation for inconsistencies to rely upon them as the basis for an adverse credibility finding D. holding that an adverse credibility determination cannot be based on trial testimony that is more detailed than the applicants initial statements at the airport E. holding that ij properly based adverse credibility finding on omission in asylum application where omitted fact went to the heart of the asylum claim citation omitted

assistant: The best answer is A. holding that an adverse credibility finding can be based on materially different asylum claims in an airport interview and petitioners subsequent testimony before the ij
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower hereby indemnifies EDC its directors, officers, employees, attorneys and agents and their respective heirs, executors, administrators, successors and assigns (each, an "Indemnified Party") from and against, any claim, damage, loss, liability, judgment, suit, cost or expense of any kind (including reasonable fees and expenses of counsel), arising directly or indirectly out of: (i) any breach by Borrower of any representation warranty or covenant contained herein or in any other Transaction Document; (ii) the enforcement by EDC of any right or remedy hereunder or under any other Transaction Document; and (iii) the ownership, possession, use, sale, lease or condition of any part of the Collateral; provided that the forgoing indemnity shall not apply to any claim, damage, loss, liability, judgment, suit, cost or expense resulting from the gross negligence or willful misconduct of an Indemnified Party. This Section 10.4 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a whole,” Cronic does not apply. Bell, 535 U.S. at 697, 122 S.Ct. 1843; see also Hooks, 19 P.3d at 317-18 (noting trial counsel used the evidence presented at trial to argue the prosecution had not proven Hooks guilty of murder); infra Section rV.A.2.e. (discussing lack of prejudice flowing from trial counsel’s deficient opening statement). Accordingly, this court moves on to consider whether the specific acts or omissions identified by Hooks entitle him to relief under the standard set out in Strickland. See Strickland, 466 U.S. at 690, 104 S.Ct. 2052 (“A convicted defendant making a claim of ineffective assistance must identify the acts or omissions of counsel that are alleged not to have been the result of reasonable professional judgment.”); Cronic, 466 U.S. at 666, 104 S.Ct. 2039 (<HOLDING>). 2. Pre-Trial Motion Practice Hooks begins Options: A. holding that affidavit of appellate counsel summarizing conversations with trial counsel in which trial counsel admitted making errors is hearsay and cannot establish ineffective assistance claim B. holding that absent evidence counsel failed to function in any meaningful sense as the governments adversary a petitioner can make out a claim of ineffective assistance only by pointing to specific errors made by trial counsel C. recognizing a constitutional claim for ineffective assistance of counsel D. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is B. holding that absent evidence counsel failed to function in any meaningful sense as the governments adversary a petitioner can make out a claim of ineffective assistance only by pointing to specific errors made by trial counsel
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: judge initially excused him, but then called him back to the witness stand and described videotape evidence shown to the jury that depicted Manselli running for a bus, sitting on a bus for extended periods, and bending over without any indication of pain. The district judge asked whether “with that additional information,” Dr. Leone would “still be of the opinion that [Manselli] was totally disabled.” Leone replied “No.” The question was not leading nor was it phrased in adversarial language. Moreover, this question, the only instance of allegedly improper questioning identified by Manselli, takes up less than one page of the transcript. This is much less frequent and much less substantial than questioning that has been found to violate the fair trial right in the past. See id. at 382 (<HOLDING>); United States v. Guglielmini, 384 F.2d 602, Options: A. holding that the judges stated belief that the defendant was guilty did not disqualify the judge from presiding on remand B. holding that judge presiding at trial may not testify in that trial as witness C. holding that the jury is the judge of the weight and credibility given to witness testimony D. holding that defendant was denied right to a fair trial and reversing where on 16 of the 60 pages of the trial transcript where defendants testimony appears his credibility or the theory of his defense were challenged by inquiries from the presiding judge E. holding that in light of the trial courts inquiry the defendants verbal responses and the defendants answers to the questions on the transcript of plea the trial court did determine that defendant was fully informed of the consequences of his choice to enter an alford plea

assistant: The best answer is D. holding that defendant was denied right to a fair trial and reversing where on 16 of the 60 pages of the trial transcript where defendants testimony appears his credibility or the theory of his defense were challenged by inquiries from the presiding judge
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: do n't post content that is likely to deceive any person or be used to impersonate any person , or to misrepresent your identity or affiliation with any person , including with under armour .

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 acknowledge and agree that academia.edu is not responsible or liable for : ( i ) the availability or accuracy of such websites or resources ; or ( ii ) the content , products , or services on or available from such websites or resources .

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 Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, execute such documents and perform such acts as may be reasonably necessary to give full effect to the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court denied Lui's motion for reargument without prejudice to a later filing of a motion to reconsider, which the District Judge restricted to the issue of the availability of fees and costs pursuant to § 1988. In effect, the District Court retained jurisdiction over the fees and costs, as they pertained to Count One (violation of the First Amendment). 9 . We also had concerns as to whether we had jurisdiction to entertain this appeal because Count Two was dismissed by the District Court without prejudice. As noted in text, when we raised this question with counsel for Lui at oral argument, he conceded that Count Two should be dismissed with prejudice, and he forwarded a letter to us acknowledging that fact. 10 . See Samuels v. Mackell, 401 U.S. 66, 91 S.Ct. 764, 27 L.Ed.2d 688 (1971) (<HOLDING>). 11 . Res judicata bars suit where there was Options: A. recognizing that the longstanding public policy against federal court interference with state court proceedings generally requires federal courts to abstain from involvement in state criminal proceedings B. holding that the district court act ed within its bounds in staying this action for declaratory relief where parallel proceedings presenting opportunity for ventilation of the same state law issues were underway in state court even when the federal proceeding began before the state one C. holding that declaratory relief is improper when a prosecution involving the challenged state statute is pending in state court at the time the federal suit is initiated and the same principles that govern the propriety of federal injunctions of state criminal proceedings govern the issuance of federal declaratory judgments in connection with such proceedings D. holding that where state criminal proceedings are begun against the federal plaintiffs after the federal complaint is filed but before any proceedings of substance on the merits have taken place in the federal court the principles of younger v harris should apply in full force E. holding the federal and state tests to be the same

assistant: The best answer is C. holding that declaratory relief is improper when a prosecution involving the challenged state statute is pending in state court at the time the federal suit is initiated and the same principles that govern the propriety of federal injunctions of state criminal proceedings govern the issuance of federal declaratory judgments in connection with such proceedings