flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the finality of a decision resolving an adversary action does not turn on whether the entire bankruptcy proceeding has been terminated. See In re UAL Corp., 411 F.3d 818, 821 (7th Cir.2005). In this case, the bankruptcy court issued a final decision in Booker’s adversary action against Fields on September 15, 2005, when the court entered a default judgment and declared that the amount owing to Booker was nondischargeable. This decision is therefore final because it resolved a discrete dispute that is equivalent to a stand-alone lawsuit. See Bank of Am. v. Moglia, 330 F.3d 942, 944 (7th Cir.2003); In re Szekely, 936 F.2d 897, 899 (7th Cir.1991). The “final disposition of any adversary proceeding falls within our jurisdiction.” Zedan v. Habash, 529 F.3d 398, 402 (7th Cir.2008) (<HOLDING>); see also In re Teknek, 512 F.3d 342, 345 (7th Options: A. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court B. holding that bankruptcy courts have inherent power to sanction and affirming sanctions imposed by bankruptcy court against a nonparty C. holding that a district courts order of dismissal with prejudice was a nullity because the court lacked jurisdiction D. holding that this court had jurisdiction to review a district courts order affirming a bankruptcy courts dismissal of an adversary complaint with prejudice E. holding that district courts do not have appellate jurisdiction over state courts

assistant: The best answer is D. holding that this court had jurisdiction to review a district courts order affirming a bankruptcy courts dismissal of an adversary complaint with prejudice
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 several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. Any xerographic, PDF, or similar copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement. Signatures may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

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: All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Emerald Medical Applications Corp., c/o of Law Office of Richard Rubin, 40 Wall Street, New York, NY 10005, Attn:Yair Fudim . , CEO, fax: 212-658-9867, with a copy by fax only to: Law Office of Richard Rubin, 40 Wall Street, New York, NY 10005, Attn: Richard Rubin, Esq., fax: 212-658-9867, and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, fax: (212) 697-3575. For so long as any notice may or be required to be given to the Company pursuant to the transaction documents, the Company will maintain an address for notice purposes in New York, New York.

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: No broker, finder, or investment banker is entitled to any brokerage, finders, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of the Seller or the Company.

assistant: Brokers
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 Company and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes are prudent and customary for the businesses in which the Company and its Subsidiaries are engaged. All such insurance is fully in force, except where the failure to be in full force has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no reason to believe that it will not be able to renew or extend its existing insurance coverage as and when such coverage expires or will not be able to obtain similar coverage from similar insurers as may be necessary to continue its business without an increase in cost significantly greater than general increases in cost experienced for similar companies in similar industries with respect to similar coverage.

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: Notwithstanding any other provision of this Section 2.31 , the Agent and each Lender agree that if the Agent or a Lender is required under applicable Law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify the Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Agent or any Lender subject to such withholding to the Agent or any other Lender making such withholding and paying over such amounts, but without diminution of the rights of the Agent or such Lender subject to such withholding as against the Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Section 2.31 , having been paid to the Agent or such Lender with respect to which such withholding or deduction was made.

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 legal provision and list the applicable contract clause categories. Provision: The Lenders severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then owed to them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Revolving Credit Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower.

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: to effectuate the intention of the parties to an instrument, a testator, or a legislature, as the case may be, the word ‘and’ is sometimes construed to mean ‘or.’ This construction, however, is never resorted to except for strong reasons and the words should never be so construed unless the context favors the conversion; as where it must be done in order to effectuate the manifest intention of the user; and where not to do so would be to render the meaning ambiguous, or result in an absurdity; or would be tantamount to a refusal to correct a mistake. 142 Tex. 630, 180 S.W.2d 906, 908 (1944) (quoting 3 Corpus Juris Secundum § 1068 (now 17A Corpus Juris Secundum Contracts § 411)) (internal quotation marks omitted); see also Robinson v. Reliable Life Ins. Co., 569 S.W.2d 28, 30 (Tex.1978) (<HOLDING>). In certain situations, courts applying Texas Options: A. recognizing that board of insurance commissioners looked to corpus juris secundum in stating the rule for interpreting and to mean or B. recognizing rule C. recognizing absolute immunity for attorneys and board members of the texas medical board D. holding that the primary goal when interpreting an insurance contract is to ascertain the intent of the parties as manifested by the language of the specific insurance policy E. holding that a board of county commissioners may be enjoined from flooding private property

assistant: The best answer is A. recognizing that board of insurance commissioners looked to corpus juris secundum in stating the rule for interpreting and to mean or
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that identified defendant as the shooter. As we stated in Garber: The public itself has the greatest stake in the propriety of the legal relationships that are created to properly administer criminal justice____ Clearly, the public interest in the administration of criminal justice in the circumstances of this case compelled the unbiased and unstinted representation of [the witness]. [Garber, supra, 95 N.J. at 614, 472 A.2d 566 (quotation omitted).] In the context of this prosecution for a drug-related murder and other offenses, we are convinced that an appearance of impropriety existed where defendant’s counsel previously had represented on drug charges a material recanting State’s witness. Cucco’s and Posey’s failure to recall that prior representation or to recog .2d 1264 (1992)(<HOLDING>). Our dissenting colleague disagrees, Options: A. recognizing that wide discretion in imposition of sentence reposes in the trial judge B. recognizing the range of discretion of the trial judge C. recognizing that the trial judge must be given a wide range of discretion in determining whether a mistrial should be declared D. recognizing district courts wide range of discretion in setting amount of rule 11 sanctions E. holding that trial court has wide discretion in determining sufficiency of foundation for opinion testimony

assistant: The best answer is C. recognizing that the trial judge must be given a wide range of discretion in determining whether a mistrial should be declared
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: and filed with the assistance of his counsel during the course of the IJ proceedings. Furthermore, Liu explained in his second addendum that he was presenting the addendum because the “asylum application which was prepared and filed on my behalf by the travel agency did not fully state my reasons for seeking asylum,” whereas this addendum “fully and correctly state[d] why [he was] seeking political asylum.” Given this claim of completeness and accuracy of the second addendum, and considering that the incidents Liu omitted from that document are material to his claim of persecution and his reason for leaving China, the IJ’s adverse credibility determination was supported by substantial evidence. See Xian Tuan Ye v. Dep’t of Homeland Security, 446 F.3d 289, 296 n. 7 (2d Cir.2006) (<HOLDING>). Moreover, the IJ considered and reasonably Options: A. holding that jurisdiction was lacking to review an ijs determination that an asylum application was untimely when that determination was based on the fact that the petitioner offered no evidence other than his own testimony regarding his date of entry B. holding that language in a merrill lynch customer account agreement that the plaintiff signed upon opening the first account providing for arbitration of any controversy arising out of its business applied to the disputed second account even though the plaintiff did not sign a separate customer account agreement for the second account C. holding that where the petitioner purported to provide an exhaustive account of the grounds for his claim of asylum that included no reference to his detention and beating this account of persecution was inconsistent with his later testimony before the ij D. holding that abuse at the hands of a father constituted persecution because it was on account of his daughters religious beliefs E. holding that an applicants failure to include any reference to his alleged detention and beating in his 1589 form is a self evident inconsistency that the agency may rely on without first soliciting an explanation

assistant: The best answer is C. holding that where the petitioner purported to provide an exhaustive account of the grounds for his claim of asylum that included no reference to his detention and beating this account of persecution was inconsistent with his later 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 Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect its existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided , however , that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 10.02 , (ii) the abandonment by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Existence
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: Trustor shall comply with all decisions, statutes, ordinances, rulings, directions, rules, regulations, orders, writs, decrees, injunctions, permits, certificates, or other requirements of any court or other governmental authority (collectively “Legal Requirement”) now or hereafter affecting the Property or any part thereof or requiring any alteration or improvement to be made thereon or thereto. Trustor shall not commit, suffer or permit any act to be done in, upon or to the Property or any part thereof in violation of any such Legal Requirement. Notwithstanding the foregoing, Trustor shall have the right to contest the imposition of any Legal Requirement affecting the Property provided that (a) such contest is made in good faith and diligently prosecuted by Trustor to completion; (b) no action for the sale of, or the foreclosure of any lien against, the Property arising from or relating to such Legal Requirement shall have been commenced, or if such action shall have been commenced, Trustor shall have provided a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or foreclosure; and (c) such contest shall not impair the security of Beneficiary in the Property or adversely affect the operation of the Property or Trustor’s business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $5,889,900 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be promptly made by the Placement Agent (or its clearing firm) by wire transfer to the Company on the Closing Date).

assistant: Closings
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 Refinancing Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic method of an executed counterpart of a signature page to this Refinancing Amendment shall be effective as delivery of an original executed counterpart of this Refinancing Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic method be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic method.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before April 1, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Marsh & McLennan Companies and/or your employer shall have the power and the right to deduct and withhold from the Award and other compensation or to require you to remit to Marsh & McLennan Companies and/or to your employer, an amount sufficient to satisfy any taxes that Marsh & McLennan Companies expects to be payable under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, payroll taxes, fringe benefits, payment on account, capital gain taxes, transfer taxes, social security contributions and National Insurance Contributions with respect to the Award, and any and all associated tax events derived therefrom. If applicable, Marsh & McLennan Companies and/or your employer will, to the extent permissible under applicable law or otherwise agreed between you and Marsh & McLennan Companies and/or your employer, retain and sell a sufficient number of whole shares of Common Stock distributable in respect of the Award for this purpose.

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 legal provision and list the applicable contract clause categories. Provision: In consideration of Administrative Agent's and the Lenders’ execution of this Amendment, each Loan Party, individually and on behalf of its respective successors (including any trustees acting on behalf of such Loan Party, and any debtor-in-possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates, hereby forever releases Administrative Agent in its capacity as Administrative Agent and each Lender, in its capacity as lender under the DIP Credit Agreement, and their respective successors, assigns, parents, Subsidiaries, and Affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the “ Releasees” ) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that such Loan Party has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the DIP Credit Agreement as amended herein or the other Loan Documents (including with respect to the Obligations and any third parties liable in whole or in part for the Obligations) in each case prior to the date hereof; provided, however, that for the avoidance of doubt this release does not apply to any items related to the Existing Second Lien Credit Agreement, any related loan document or the facility itself, the Senior Notes and any related indenture documentation or any claim related to the Existing Second Lien Credit Agreement, any related loan document, the Senior Notes or any related indenture documentation; provided, further, this release does not (a) apply to any release of the Releasees from any agreements, covenants, liabilities or obligations under any of the Loan Documents or in respect of the “Obligations” or (b) constitute a release of, or covenant not to sue, in respect of any Releasee arising from the gross negligence, willful misconduct or fraud (actual or constructive) of any Releasee. This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the DIP Credit Agreement as amended hereby or the other Loan Documents.

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 case excerpt and choose the best holding from the options. Case excerpt: v. Prouse, 440 U.S. 648, 653-55, 99 S.Ct. 1391, 1395-97, 59 L.Ed.2d 660, 667-68 (1979); Cady v. Dombrowski, 413 U.S. 433, 439, 93 S.Ct. 2523, 2527, 37 L.Ed.2d 706, 713 (1973); Camara v. Municipal Court, 387 U.S. 523, 539, 87 S.Ct. 1727, 1736, 18 L.Ed.2d 930, 941 (1967); see also State v. Slockbower, 79 N.J. 1, 21-24 (1979) (Schreiber, J. dissenting); State v. Davis, 50 N.J. 16, 22 (1967), cert. den., 389 U.S. 1054, 88 S.Ct. 805, 19 L.Ed.2d 852 (1968). This constitutional test of reasonableness is satisfied where the police obtain, upon a showing of probable cause, a search warrant from a neutral magistrate. See United States v. United States District Court, 407 U.S. 297, 314-21, 92 S.Ct. 2125, 2135-39, 32 L.Ed.2d 752, 765-69 (1972); see also State v. Valencia, 93 N.J. 126 (1983) (<HOLDING>). The cautionary procedure of procuring a Options: A. holding telephonic search warrant as reasonable in certain circumstances B. holding that in certain circumstances government investigators need not adhere to the usual warrant requirement as long as their searches meet reasonable legislative or administrative standards C. holding that absent consent or exigent circumstances law enforcement officers cannot legally search for the subject of an arrest warrant in the home of a third party without first obtaining a search warrant D. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant E. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant

assistant: The best answer is A. holding telephonic search warrant as reasonable in certain circumstances
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company may assign this Agreement to any parent, subsidiary, affiliate or successor of the Company, or to any entity that acquires all or substantially of the Company’s assets of the division in which Executive is employed. This Agreement is not assignable by Executive and is binding upon him and his executors and other legal representatives.

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: Each of Landlord and Tenant represents and warrants to the other that the individual executing this Amendment on such party’s behalf is authorized to do so. Tenant hereby represents and warrants to Landlord that there are no defaults by Landlord or Tenant under the Current Lease, nor any event that with the giving of notice or the passage of time, or both, will constitute a default under the Current Lease. Tenant acknowledges that Landlord or direct or indirect members or partners of Landlord (collectively, “ Owner REITs ”) are taxable as real estate investment trusts within the meaning of Sections 856 through 860 of the United States of America Internal Revenue Code of 1986, as amended (“ IRS Code ”). Tenant represents and warrants to Landlord that neither it nor any Affiliate is a related party to any of the Owner REITs within the meaning of Section 856(d)(2)(B) of the IRS Code.

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 case excerpt and choose the best holding from the options. Case excerpt: to remake the record for review, or to allow second guesses on trial strategy.” Waletzko v. Herdegen, 226 N.W.2d 648, 653 (N.D.1975). While he did not specifically raise it as an issue, Klem has asserted that he: “was excluded from the very bench conference at which the prosecution alleges he waived his objection to exclusion of the public. He objected. He relied on his attorney to pass on the objection. Does he now forfeit that objection because of a secret proceeding held in his absence?” Rule 43, N.D.R.Crim.P., generally provides that a defendant has a right to be present at every stage of his trial. We have said that a defendant in a criminal trial also has a constitutional right to be present at every stage of the proceedings against him. State v. Iverson, 187 N.W.2d 1 (N.D.1971) (<HOLDING>). But cf. United States v. Williams, 455 F.2d Options: A. holding that it was error though harmless to exclude the defendant from inchamber conferences B. holding it was not an abuse of discretion to exclude testimony C. holding that it was harmless error for the trial court to exclude testimony regarding other insolvent companies D. holding exclusion was harmless error E. holding it was error to include language from geesa but such error was harmless

assistant: The best answer is A. holding that it was error though harmless to exclude the defendant from inchamber conferences
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: Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders or Required Facility Lenders in accordance with this Agreement.

assistant: Duties
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: production standards are unenforceable and “should not be used as grounds for terminating his contract.” (Barnhart’s Opening Br. at 18.) New York Life contends, on the other hand, that Barn-hart’s contract was terminated in accordance with provision 9. We conclude that under Washington law any attempted modification is meaningless in light of the express contract provision that either party can terminate the contract with or without cause. Were we to adopt Barn-hart’s argument, we would have to conclude that the greater power, to terminate without cause, does not include the lesser, to modify the terms of the contract. The law in Washington does not support this conclusion. See Mayflower Air-Conditioners, Inc. v. West Coast Heating Supply, Inc., 54 Wash.2d 211, 339 P.2d 89, 91 (1959) (<HOLDING>); Mall Tool Co. v. Far West Equip. Co., 45 Options: A. holding that the power to terminate a contract atwill subsumes the power to modify its terms B. holding that the recognition power is not limited to a determination of the government to be recognized but rather includes the power to take actions without which the power of recognition might be thwarted C. recognizing a distinction between the power of a federal court to hear statelaw claims and the discretionary exercise of that power D. holding that unless that power is restricted by the principal an agent under a california statutory healthcare power of attorney has the power to execute applicable admission forms including arbitration agreements E. holding that the inherent power of the district court includes the power to santion attorneys for violations of court orders or other conduct which interferes with the courts power to manage its calendar and the courtroom

assistant: The best answer is A. holding that the power to terminate a contract atwill subsumes the power to modify its 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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $_______________ of Shares (this amount is not inclusive of the gross proceeds received and issuance of shares at the Closing to other investors not purchasing pursuant to this Agreement). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

assistant: Closings
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: ( e ) use the software , products or skype websites to cause or intend to cause embarrassment or distress to , or to threaten , harass or invade the privacy of , any third party ; or

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: however, can be a strong disincentive to parties who wish to make an offer that settles the entire case and spares them of the expense of litigation. See Patrick E. Broom & Anders T. Aanestad, Rule 68 Offers of Judgment—Problems Created by Duke v. Cochise County, Arizona Attorney, Aug.-Sept.1998, at 29. ¶22 Apportionment makes it “no longer ... enough to figure out what it would be worth to end a matter entirely. It [becomes] necessary to work into the total dollar amount that is offered figures which could be accepted by the other side and still allow enough money in the budget for defense of those unaccepted claims.” Id. With apportionment, “[o]ne cannot guarantee oneself freedom from litigation.” Id.; see also Wiese v. Dedhia, 354 N.J.Super. 256, 806 A.2d 826, 831 (Ct.App.Div.2002) (<HOLDING>) (certif. granted Feb. 9, 2006). When being Options: A. recognizing that pennsylvania had no interest in denying its residents the greater damages available under new jersey consumer fraud statutes for claims against a new jersey seller B. holding that the new jersey blue sky law simply allows the bureau to regulate its half of the transaction the offer that occurs entirely within the state of new jersey C. recognizing burden placed on plaintiffs making a joint offer if the new jersey rule were construed to require spousal plaintiffs with interrelated claims in the absence of any conflict of interest to submit separate offers of judgment D. recognizing new jerseys interest in deterrence of tortious misconduct as a relevant factor in choice of law decisions applicable where two of defendants were new jersey residents from whom damages were sought for their negligent acts in new jersey E. recognizing israel had no interest in denying its citizens the substantive advantages of new jersey defamation law in new jersey residents claims for defamation published in new jersey

assistant: The best answer is C. recognizing burden placed on plaintiffs making a joint offer if the new jersey rule were construed to require spousal plaintiffs with interrelated claims in the absence of any conflict of interest to submit separate offers of judgment
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: Dismiss (Doc. No. 9) is GRANTED and Plaintiffs claims are DISMISSED WITHOUT PREJUDICE. LET JUDGMENT BE ENTERED ACCORDINGLY. 1 . This case comes before Judge Donovan W. Frank of the United States District Court for the District of Minnesota pursuant to an Order of Transfer dated February 24, 2003, and from assignment by the Honorable David R. Hansen, then-Chief Judge of the United States Court of Appeals for the Eight Circuit. Judge Hansen stepped down as Chief Judge at the close of business on March 31, 2003, and was succeeded by the Honorable James B. Loken. 2 . Judge Griffen’s asserts that the Eastern District of Arkansas' unpublished opinion in Donovan v. Arkansas Judicial Discipline and Disability Commission points in a different direction. See Civ. No. LR-C-92-255 (Sept. 23, 1993) (<HOLDING>). However, because Huffman was decided more Options: A. holding that district courts abstention was inappropriate because there was no ongoing state proceeding in which the admonished judge could vindicate his constitutional rights B. holding that district court had no jurisdiction to consider plaintiffs claims that his constitutional rights were violated in state divorce proceeding C. holding that district courts findings were not clearly erroneous where there was sufficient evidence that the defendants waiver of his rights was knowing and intelligent D. holding that district judges failure to recuse was harmless error where the underlying question was patently clear and so there was no need to vacate the district courts decision and to remand to another district court judge to make the same clear determination E. holding that relators are not officers because they seek to vindicate not only public rights but their own private rights as well

assistant: The best answer is A. holding that district courts abstention was inappropriate because there was no ongoing state proceeding in which the admonished judge could vindicate his constitutional rights
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: (3rd Cir.2010) (describing the community caretak-ing doctrine as an exception to the warrant requirement but refusing to apply it to justify warrantless searches of homes); United States v. Johnson, 410 F.3d 137, 144-45 (4th Cir.2005) (applying the “community caretaking exception” to uphold a warrantless search of a vehicle’s glove compartment); United States v. Cervantes, 703 F.3d 1135, 1140 (9th Cir.2012) (considering “whether the impoundment and subsequent inventory search of Cervantes’s vehicle were justified by the community caretaking exception to the Fourth Amendment’s warrant requirement”); United States v. Garner, 416 F.3d 1208, 1213 (10th Cir.2005) (discussing the community caretaking exception to the warrant requirement); Williams v. State, 962 A.2d 210, 216 (Del.2008) (<HOLDING>); Luedemann,857 N.E.2d at 198-99 (“[T]he Options: A. recognizing the community caretaker or public safety1 doctrine as an exception to the warrant requirement B. holding that community caretaker exception applied but citing and relying on cases discussing the emergency aid exception C. recognizing the public interest exception D. recognizing public policy exception to atwill doctrine E. recognizing the searchincidenttoarrest exception to the warrant requirement

assistant: The best answer is A. recognizing the community caretaker or public safety1 doctrine as an exception to the warrant requirement
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: federal firearms disabilities which might be vindicated pursuant to 28 U.S.C. §§ 1331 or 1337, which establish original district court jurisdiction over cases involving federal questions and congressional commerce regulations, respectively. Rather, the statute states that a person “may make application to the Secretary” and “the Secretary may grant such relief.” 18 U.S.C. § 925(c). Second, the standard for granting relief is worded so broadly as to connote administrative agency decisionmaking. Section 925(c) states that relief may be granted if “the circumstances regarding the disability, and the applicant’s record and reputation, are such that the application will not be likely to act in a manner dangerous to public safety and that the granting of the relief would not be contrary 97) (<HOLDING>); Burtch v. United States Dep’t of the Options: A. holding that congress clearly intended to suspend 925c relief by denial of funding for investigating and processing applications under the statute and denying writ of mandamus B. holding that persons seeking restoration of federal firearms privileges need not exhaust administrative remedies to invoke the judicial review provision of section 925c C. holding that section 925c authorizes judicial review of only the denial of an application for relief D. holding that the standard of review is abuse of discretion and an appeal from denial of rule 60b relief does not bring up the underlying judgment for review E. holding that the only role for the judiciary is judicial review of a denial of relief under 925c

assistant: The best answer is E. holding that the only role for the judiciary is judicial review of a denial of relief under 925c
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Agreement, as amended hereby, are its valid and legally binding obligations, enforceable in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Lender hereby irrevocably appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The duties of Administrative Agent shall be mechanical and administrative in nature and Administrative Agent shall not by reason of this Agreement and the other Loan Documents be a trustee or fiduciary for any Lender. Administrative Agent shall have no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including enforcement of Administrative Agent’s security interest in the Collateral), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of any Lender, and such instructions shall be binding upon all Lenders and all holders of Notes; provided , however , that Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or applicable law.

assistant: Authorizations