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: Indeed, except for third-party beneficiary and tor-tious interference theories ... in order to maintain an action to recover for breach of contract, privity must exist between the party damaged and the party sought to be held liable. Norris v. Housing Auth. of Galveston, 980 F.Supp. 885, 892 (S.D.Tex.1997). Here, the Plaintiffs allege that the contracts at issue were solely between AHK and Plaintiffs. Doc. 108, Am. Compl. ¶¶ 17-18. Nowhere in their Complaint do Plaintiffs allege that Shadle was a party to the contract; instead, they only assert that she “approved” the contract terms. Id. ¶ 32. Such allegations are insufficient to establish privity of contract between the parties, and are therefore insufficient to support a breach of contract claim. Se'e Norris, 980 F.Supp. at 892-93 (<HOLDING>). Regardless of the lack of privity between Options: A. holding that parol evidence is admissible to show that an individual who signed a contract but is not named in the body is a party to the contract B. holding individual who signed contract on behalf of a corporation is individually liable where he knew corporation was not incorporated at the time the contract was executed C. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract D. holding that a plaintiffs breach of contract claim failed because he could make no showing that the individual defendants acted in their individual capacities when they signed the contract on behalf of the employer housing authority E. holding the government liable to plaintiffs for breach of contract

assistant: The best answer is D. holding that a plaintiffs breach of contract claim failed because he could make no showing that the individual defendants acted in their individual capacities when they signed the contract on behalf of the employer housing 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: Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is also seriously flawed. In multiple cases this term, the Supreme Court has explicitly confirmed that the Guidelines remain a central part of the sentencing process post-Booker. The Guidelines are “the starting point and the initial benchmark” for sentencing decisions, Gall v. United States, — U.S. -, 128 S.Ct. 586, 596, 169 L.Ed.2d 445 (2007), entitled to “respectful consideration,” Kimbrough v. United States, — U.S. -, 128 S.Ct. 558, 570, 169 L.Ed.2d 481 (2007), because “in the ordinary case, the [Sentencing] Commission’s recommendation of a sentencing range will ‘reflect a rough approximation of sentences that might achieve § 3553(a)’s objectives,’ ” id. at 574 (quoting Rita, 127 S.Ct. at 2465). See also United States v. Jiménez-Beltre, 440 F.3d 514, 518 (1st Cir.2006) (en banc) (<HOLDING>). The majority does not dispute the continuing Options: A. holding that the district court normally should begin with a guidelines calculation B. recognizing that harmless error review applies when the court errs in the guidelines calculation C. holding that district courts calculation of drug quantity under guidelines for purposes of sentencing did not violate stare decisis under neal because such calculation did not conflict with any controlling sentencing precedent D. holding any possible error in a guidelines calculation harmless where this court was confident that the district court could and would impose the same sentence again under the nowadvisory guidelines regime E. holding that where defendant objected in the district court only to the loss calculation and not specifically to the calculation of restitution the issue of restitution was not properly presented to the district court

assistant: The best answer is A. holding that the district court normally should begin with a guidelines calculation
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: Buyer shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions contemplated hereby made by the Company; provided, however, that the Company shall be entitled, without the prior approval of Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations. Notwithstanding the foregoing, the Company shall use its best efforts to consult Buyer in connection with any such press release or other public disclosure prior to its release and Buyer shall be provided with a copy thereof upon release thereof. Buyer shall have the right to make any press release with respect to the transactions contemplated hereby without Company's approval. In addition, with respect to any press release to be made by Buyer, the Company hereby authorizes and grants blanket permission to Buyer to include the Company's stock symbol, if any, in any press releases. The Company shall, promptly upon request, execute any additional documents of authority or permission as may be requested by Buyer in connection with any such press releases.

assistant: Publicity
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 also agree not to access without authority , interfere with , damage or disrupt any part of our site or our service or any network or equipment used in the provision of our service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 4.3 [Sharing of Payments by Lenders]), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Insolvency Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2.4, and (ii) in addition to the matters specified in clauses (b), (c) and (d) of the preceding proviso and subject to Section 4.3 [Sharing of Payments by Lenders]), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for clarity , termination or suspension of your account or certain activities on the service that results from a violation of section 5 regarding the english test rules and procedures does not constitute a `` test issue '' and will not result in a refund .

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: The touchstone of "violence” in the career offender provisions is the risk that physical injury will result, rather than the risk that physical force will be used in the commission of the crime. As the BIA noted in In re Sweetser, 22 I. & N. Dec. at 709, "[a]t first blush, the difference in phrasing between 18 U.S.C. § 16 and U.S.S.G. § 4B1.2(l)(ii) appears trivial because most physical injury or harm comes from the use of physical force. However, ‘the use of physical force' is an act committed by a criminal defendant, while the 'risk of physical injury’ is a consequence of the defendant's acts.” Bearing that distinction in mind, in the context for which we rely on Wood, we find the reasoning of the Court to be persuasive. See also United States v. Pierce, 278 F.3d 282 (4th Cir.2002)(<HOLDING>). 27 . While it might appear unnecessary to Options: A. holding that taking indecent liberties with a child is not a lesser included offense of statutory rape given the differing age elements B. holding that reduced career offender status was nonetheless based the career offender guidelines C. holding that virginia conviction for unlawful wounding qualified as a crime of violence under the career offender guidelines residual clause D. holding that the state felony offense of taking indecent liberties with a child categorically constituted a crime of violence for purposes of the career offender sentencing guidelines E. holding that the defendant did not need to have physically touched the victim in order to be convicted of taking indecent liberties with a child in violation of ncgs 142021a2

assistant: The best answer is D. holding that the state felony offense of taking indecent liberties with a child categorically constituted a crime of violence for purposes of the career offender sentencing guidelines
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 Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company confirms that it has not provided, and to the Company’s Knowledge, none of its officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized the Placement Agents to provide, any Purchaser or its respective agents or counsel with any information that it believes constitutes material, non-public information except (i) insofar as the existence, provisions and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information and (ii) except as set forth on Schedule 3.1(aa), all of which information in clauses (i) and (ii) will be disclosed by the Company in the Press Release and/or Current Report on Form 8-K contemplated by Section 4.5 hereof. The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company.

assistant: Disclosures
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 capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors, or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that if you sue crowdtangle and do not obtain judgment in your favor , you will pay all of crowdtangle 's costs , including reasonable fees for in-house and outside legal counsel .

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: In the event the Grantee shall cease to be employed by the Company Group by reason of: (a) Retirement; (b) a transfer of the Grantee in a spinoff; (c) death; or (d) total and permanent disability as determined by the Compensation Committee (“Disability”), then the vesting requirements on a fraction of Grantee’s RSUs will be deemed to have been fulfilled. With respect to the Time-Based RSUs, the vested portion shall be calculated as follows: the number of Time-Based RSUs granted multiplied by a fraction, the numerator of which is the number of full calendar months that elapsed in the Service Period prior to the death, Disability, Retirement or transfer in a spinoff of the Grantee and the denominator of which is the total number of full calendar months in the Service Period. With respect to the Performance-Based RSUs, the vested portion shall be calculated as follows: the number of Performance-Based RSUs that would have vested in accordance with Section 3(b) had Grantee remained employed through the Service Period, multiplied by a fraction, the numerator of which is the number of full calendar months that elapsed in the Service Period prior to the death, Disability, Retirement or transfer in a spinoff of the Grantee and the denominator of which is the total number of full calendar months in the Service Period. Shares underlying all Time-Based RSUs that vest in accordance with the terms of this Section 5 shall be issued as soon as practicable following such vesting and Performance-Based RSUs that vest in accordance with the terms of this Section 5 shall be issued as soon as practicable following the Performance Vesting Date. Any remaining RSUs which have not vested as provided in this section 5 shall be forfeited.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and claims do not resolve the reasonable debate as to the proper way to correct the obvious error in claim 8. Finally, while it is not entirely clear if it intends this argument to apply in the correction context, we note that Fargo argues that the prosecution history supports only one reasonable construction of claim 8. IRIS maintains, however, that under Novo Industries our inquiry is com píete if the proper way to correct the error is not apparent from the face of the patent, even if the proper correction is clear from the prosecution history. Fargo is correct in so far as it argues that the prosecution history is to be consulted to determine whether the error is subject to only one reasonable construction. See Hoffer v. Microsoft Corp., 405 F.3d 1326, 1331 (Fed. Cir.2005) (<HOLDING>). The error must be evident on the face of the Options: A. holding that an ineffective assistance of counsel claim must be raised on direct appeal when the facts supporting the claim are presented on the face of the record B. holding that when two patents issued from continuationinpart appliea tions derived from one original application the prosecution history of a claim limitation in the first patent to issue was properly applied to the same claim limitation in the second patent to issue C. holding a technical term used in a patent document is interpreted as having the meaning that it would be given by persons experienced in the field of the invention unless it is apparent from the patent and the prosecution history that the inventor used the term with a different meaning D. holding that a court can correct a patent claim for a grammatical error where the prosecution history does not suggest a different interpretation of the claims E. holding that claim 22 which depends from nonexistent claim 38 could be corrected because the error in the dependency was evident based on the face of the patent and that the correct antecedent claim was apparent from the prosecution history

assistant: The best answer is E. holding that claim 22 which depends from nonexistent claim 38 could be corrected because the error in the dependency was evident based on the face of the patent and that the correct antecedent claim was apparent from the prosecution history
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 to suppress didn’t raise that issue.” Snowden clearly did not raise this issue in his written motion. And at the suppression hearing he elicited only limited testimony about the events after the agents decided to converge on his car. In response to a question by the court during his closing argument, Snowden contended that the use of “excessive force” — by which he meant drawn weapons — turned any legitimate Terry stop into a full arrest requiring probable cause. To the extent that Snowden’s argument is preserved for our review, it is unavailing. When police officers reasonably believe they are dealing with a person about to engage in a substantial drug transaction, they may use the degree of restraint necessary for their own control and safety. See Askew, 403 F.3d at 506-07 (<HOLDING>); United States v. Tilmon, 19 F.3d 1221, 1228 Options: A. holding that officers action of putting suspects on the ground and searching for weapons was within the scope of a terry stop B. holding that a defendants response to even an invalid arrest or terry stop may constitute independent grounds for arrest C. holding a fourth amendment terry detention is not a custodial arrest and the use of handcuffs does not automatically convert a temporary detention into a fourth amendment arrest D. holding that agents did not escalate terry stop into custodial arrest by blockading suspects car and approaching with guns drawn E. holding that threehour stop of terrorism suspects far exceeded the bounds of terry

assistant: The best answer is D. holding that agents did not escalate terry stop into custodial arrest by blockading suspects car and approaching with guns drawn
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’s (“IJ”) denial of cancellation of removal, In re Skeete, No. A37 234 324 (B.I.A. Oct. 11, 2005) , aff'g No. A37-234-324 (Immig. Ct. N.Y. City May 28, 2004), and denying a second motion to reopen proceedings, In re Skeete, No. A37-234-324 (B.I.A. Jan. 17, 2006) . We lack jurisdiction to review either (1) the BIA’s October 11, 2005 affirmance of the Id’s May 28, 2004 order or (2) the BIA’s January 17, 2006 denial of Skeete’s motion to reopen (which was denied based on the merits of the underlying application for cancellation of removal). See 8 U.S.C. § 1252(a)(2)(B)© (removing this Court’s jurisdiction to review “any judgment regarding the granting of relief under,” inter alia, the cancellation of removal statute); cf. Mariuta v. Gonzales, 411 F.3d 361, 365 (2d Cir.2005) (<HOLDING>). We do, however, have jurisdiction to review Options: A. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling B. holding motion to reopen seeking adjustment of status constituted a withdrawal of the request for voluntary departure and the adjustment motion was therefore not barred based on failure to depart within the voluntary departure time allowed C. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending D. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile E. holding that we lack jurisdiction to review a denial of adjustment of status as a discretionary matter

assistant: The best answer is A. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling
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: Act (VUFA), section 6105, and for the duration of [Appellant’s] probation and/or parole period, [Appellant] is subject to random searches of his/her residence. The search will be limited to the space occupied by [Appellant]. The searches will be conducted by the agents of the Gun Violence Task Force. Sentencing Order 3/18/08. ¶ 6 First, we note that the trial court did not sentence Appellant to probation; thus, there can be no probation conditions. Secondly, because the court sentenced Appellant to a maximum term of incarceration of two or more years, Appellant’s parole would be under the exclusive supervision of the Pennsylvania Board of Probation and Parole (“PBPP”) and not the Court of Common Pleas. 61 P.S. § 331.17, and see Commonwealth v. Camps, 772 A.2d 70, 74 (Pa.Super.2001) (<HOLDING>). Therefore, any condition the sentencing court Options: A. holding that parole is not a right in pennsylvania B. holding that there was no legal right to court review of parole board decision because there is no legal right to release on parole C. recognizing that it is well established that where a state provides a discretionary parole regime prisoners do not have a liberty or property interest in parole D. holding that it is well settled that the pennsylvania board of probation and parole has exclusive authority to determine parole when the offender is sentenced to a maximum term of imprisonment of two or more years E. holding that a defendant at federal sentencing who is on state parole where no parole revocation has occurred is not subject to an undischarged term of imprisonment thus ussg 5g13 is inapplicable

assistant: The best answer is D. holding that it is well settled that the pennsylvania board of probation and parole has exclusive authority to determine parole when the offender is sentenced to a maximum term of imprisonment of two or more years
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive's employment hereunder shall commence effective as of December 18, 2017, (the " Effective Date ") and end on the date the Executive's employment is terminated pursuant to Section 5 hereof (the " Employment Period "). During the Employment Period, the Executive will devote substantially all of his full business time and use his best efforts to advance the business and welfare of the Company and its subsidiaries and affiliates and will not engage in (i) any other employment or business activities, or (ii) any other activities for any direct or indirect remuneration that would be harmful or detrimental to the business and affairs of the Company or that would interfere with his duties hereunder. The foregoing, however, shall not preclude the Executive from (A) serving on civic or charitable boards or committees, managing personal investments, or engaging in such other activities as the Board of Directors of the Company or its equivalent (such entity, the " Board ") may approve from time to time, nor (B) owning up to five percent (5%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market, in each case so long as such activities do not materially interfere with the performance of the Executive's responsibilities hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: With respect to any portion of a Receivable attributable to governmental fees, surcharges or taxes, the Sellers shall pay (or cause to be paid) such governmental fees, surcharges or taxes to the applicable Governmental Authority when due in accordance with Applicable Law (except for any such governmental fees, surcharges or taxes that (x) are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided or (y) are not, individually or in the aggregate, material in amount or scope and are promptly paid following notice from a Governmental Authority), and none of the Collateral Agent, any Administrative Agent, any Purchaser Agent or any Purchaser shall have any obligation to make any such payment or shall have any other responsibility with respect thereto. The Sellers’ obligations under this clause (r) are joint and several with the obligations of the Servicer under Section 7.4(n) .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an official paper record tracing the vehicle’s ownership. In other words, the regulations at issue in this case are the “safeguards” designed “to protect purchasers in the sale of motor vehicles with altered or reset odometers” that are contemplated by the Act’s purposes. See 49 U.S.C. § 32701(b)(2) (2000). They prevent unscrupulous dealers from using their own procedures to mislead a purchaser about a vehicle’s mileage — not only with respect to the actual number of miles driven, but where those miles were driven and by whom. See 49 C.F.R. § 580.2 (2004) (“The purpose of this part is to provide purchasers of motor vehicles with odometer information to assist them in determining a vehicle’s condition and value Yazzie v. Amigo Chevrolet, Inc., 189 F.Supp.2d 1245, 1248-49 (D.N.M.2001) (<HOLDING>). The identity of former owners, of critical Options: A. holding that a man standing between two insured vehicles while attempting to jump start one of them was occupying them when one of the vehicles between which he was standing was struck by a third vehicle B. holding the purpose of a checkpoint was valid when officers stopped vehicles to look for any violations on the vehicles such as drivers license equipment or inspection C. holding in a patent case that when the plaintiff brought the suit in federal district court it submitted itself to the jurisdiction of the court with respect to all the issues embraced in the suit including those pertaining to the counterclaim of the defendants D. holding that allegations of specific intent to defraud with respect to the vehicles mileage are not required to bring suit under 32710a when a dealer manipulated title procedures in violation of the odometer act to hide the identity of the vehicles prior owner E. holding that to violate a specific intent statute the defendant must act with the purpose of violating the law

assistant: The best answer is D. holding that allegations of specific intent to defraud with respect to the vehicles mileage are not required to bring suit under 32710a when a dealer manipulated title procedures in violation of the odometer act to hide the identity of the vehicles prior owner
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower and its Subsidiaries, on an individual and a consolidated basis, are not insolvent, Borrower’s and its Subsidiaries’ assets, on an individual and a consolidated basis, exceed their liabilities, and Borrower will not be rendered insolvent by the execution and performance of this Agreement and the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower acknowledges that on the date hereof all outstanding Obligations, in each case as amended and waived hereby, are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, L/C Issuer and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as amended and waived hereby, and acknowledge and agree that the Original Credit Agreement, as amended and waived hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement and under the other Loan Documents, in each case as amended and waived hereby, are not impaired in any respect by this Amendment.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: not use the benefit of hindsight to second-guess tactical decisions made by an attorney unless they are unreasonable.... Moreover, the mere fact that a tactic has been unsuccessful does not necessarily indicate that it was unreasonable.”). 28 . Petitioner's conviction became final on March 24, 2003, when the Supreme Court denied his writ of certiorari. 29 . United. States v. Duffus, 174 F.3d 333, 338 (3d Cir.1999) (affirming district court's denial of motion to amend petition outside of one-year statute of limitations to add new claims, stating that "[a] prisoner should not be able to assert a claim otherwise barred by the statute of limitations merely because he asserted a separate claim within the limitations period.”). 30 . United States v. Thomas, 221 F.3d 430, 436 (3d Cir.2000) (<HOLDING>) 31 . Duffus, 174 F.3d at 337. 32 . United Options: A. holding that since defendant failed to timely remove the original complaint which was removable based on federal question jurisdiction defendant thereby waived its right to file a subsequent removal even though the complaint was amended to add a new federal claim where the amendment to the complaint did not change the nature of the action so as to constitute a substantially new suit since the new allegations and claims were not substantially different from those in the original complaint B. holding that federal rule of civil procedure 15c2 giving court discretion to permit amendment of complaint applies to 2255 petitions insofar as a district court may in its discretion permit an amendment to a petition to provide factual clarification or amplification after the expiration of the oneyear period of limitations as long as the petition itself was timely filed and the petitioner does not seek to add an entirely new claim or new theory of relief C. recognizing that a court can exercise its discretion not to award costs to a prevailing party as long as the court states its reasons for refusing to permit the award D. holding that federal rule of civil procedure rule 6a applies to the calculation of the aedpas oneyear limitations period E. holding that federal rule of civil procedure rule 6a applies to the calculation of the aed pas oneyear limitations period

assistant: The best answer is B. holding that federal rule of civil procedure 15c2 giving court discretion to permit amendment of complaint applies to 2255 petitions insofar as a district court may in its discretion permit an amendment to a petition to provide factual clarification or amplification after the expiration of the oneyear period of limitations as long as the petition itself was timely filed and the petitioner does not seek to add an entirely new claim or new theory of relief
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 contained in this Agreement, the Acquiree Certificate or the Purchaser Certificate shall (a) survive the Closing and any investigation at any time made by or on behalf of Purchaser or Acquiree and (b) shall expire on the date two (2) years following the Closing Date. If an party entitled to indemnification delivers to a party from whom it may seek indemnification hereunder, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or a notice that, as a result a legal proceeding instituted by or written claim made by a third party, the party entitled to indemnification reasonably expects to incur Damages as a result of a breach of such representation or warranty (an “Expected Claim Notice”), then such representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such Expected Claim Notice.

assistant: Warranties
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 need not “grant review of all claims that raise a question about the proper interpretation of the Settlement Agreement.” Id, at 316. The district court does not abuse its discretion when it declines to review a decision that presents “no pressing question of how the Settlement Agreement should be interpreted or implemented, but simply raise[s] the correctness of a discretionary administrative decision in the facts of a single claimant’s case.” Claimant ID 100212278, 848 F.3d at 410 (quoting In re Deepwater Horizon, 641 Fed.Appx. at 410). On the other hand, denying review of a significant and recurring issue that has split numer ous Appeal Panels might be an abuse of discretion. See id.; cf. In re Deepwater Horizon, 632 Fed.Appx. 199, 203-04 & n.3 (5th Cir. 2015) (per curiam) (<HOLDING>). III. We have no trouble concluding that LTCF Options: A. holding that where the issue of sanctions was not before the court of appeals when the appeal was filed the district court retained jurisdiction B. holding court of appeals lacks jurisdiction over the governments prosecutorial discretion decisions C. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint D. holding that district court abused its discretion by denying plaintiffs motion to file fourth amended complaint E. holding that district court abused discretion by denying review where over thirty appeal panels had heard appeals on the issue and issued conflicting decisions

assistant: The best answer is E. holding that district court abused discretion by denying review where over thirty appeal panels had heard appeals on the issue and issued conflicting decisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive's employment hereunder shall be effective as of October 24, 2016 (the " Effective Date ") and shall continue until the third anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the " Employment Term ".

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: You agree that following the Separation Date, you shall cooperate reasonably with the Company in connection with any matter or event relating to your employment or events that occurred during your employment, including, without limitation, in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its affiliates and its and their officers and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available at mutually agreeable times and places and upon reasonable notice to meet with the Company regarding matters in which you have been involved, and any contract matters or audits; to prepare for, attend and participate in any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. The Company shall reimburse you for reasonable and documented expenses actually incurred in complying with your obligations under this paragraph. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly notify the Human Resources Director at the Company.

assistant: Cooperation
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 the execution and delivery of this Second Modification by the parties as of the Second Modification Date, the modifications, agreements and terms of this Second Modification shall not be become effective until, but shall automatically become effective upon and as of the date the conditions set forth in Section 6 hereof are satisfied by Borrower (the “ Second Modification Effective Date ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the fullest extent permitted under applicable law, Executive and the Company and the Bank expressly waive any and all rights to a jury trial with respect to any dispute arising out of or in connection with this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 20 C.F.R. § 404.1565(a). The 15-year time-frame is advisory in nature, and its purpose is to ensure that the ALJ does not use an outdated job description in his determination of whether the claimant can perform her past relevant work. See Barnes, 932 F.2d at 1358. We have held that a claimant need not testify as to the specific dates that she performed her past relevant work, as long as the time period during which she performed this work is reasonably ascertainable from the record. See id. at 1358-59. The regulations expressly provide that the ALJ may consult the DOT in order to obtain evidence regarding whether the claimant possesses the residual functional capacity to perform her past relevant work. 20 C.F.R. § 404.1560(b)(2); Jones v. Apfel, 190 F.3d 1224, 1230 (11th Cir.1999) (<HOLDING>). In addition, the ALJ may consider the Options: A. holding that while the information in the dot is not dispositive the alj may take administrative notice of reliable job information available from various governmental and other publications such as the dot B. holding probable cause exists based upon information received from a reliable eyewitness C. holding discrepancies should be resolved in favor of the dot particularly when the alj simply appears to have made a mistake by relying on the ve testimony over an inconsistent description in the dot D. holding alj may rely on ve contradicting dot but only insofar as the record contains persuasive evidence to support the deviation E. holding that such information is not material under securities law

assistant: The best answer is A. holding that while the information in the dot is not dispositive the alj may take administrative notice of reliable job information available from various governmental and other publications such as the dot
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of termination dated September 13, 1997. See Exh. l.F. To date, defendants have failed to execute a new lease with plaintiff nor have they surrendered the premises. In light of the above, the Court will grant plaintiffs request for an order requiring defendants to comply with the terms of the lease option agreement. Specific performance is appropriate under the facts presented in the instant case, especially due to defendants’ failure to abide by their promise to lease the shop to plaintiff upon termination of the franchise agreement. Plaintiff has persuasively argued that an inability to preserve the goodwill already accumulated at the location would result in irreparable harm to plaintiff corporation. See Jiffy Lube Int’l Inc. v. Weiss Bros., Inc., 834 F.Supp. 683, 691 (D.N.J.1993) (<HOLDING>); Dunkin’ Donuts, Inc. v. Dowco, Inc., Bus. Options: A. holding in a case decided under ohio law that a franchisor cannot be found liable for failure to act in good faith where it has done no more than to insist on enforcing its contract rights to the detriment of its franchisee B. holding that a restrictive covenant will be upheld where a franchisor has a protectable interest in the sale of his franchise C. holding that franchisor has an interest in the goodwill its franchise has created D. holding that franchisor not only has valid interest in protecting good will it has developed but it also has an interest in being able to place a new franchisee at or near the same location where its goodwill has been created E. recognizing that california has a valid interest in protecting a california company from copyright infringement

assistant: The best answer is D. holding that franchisor not only has valid interest in protecting good will it has developed but it also has an interest in being able to place a new franchisee at or near the same location where its goodwill has been created
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: A Party’s waiver of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any later breach of the same or other provision by such Party.

assistant: Waivers