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: proceed simultaneously. Petitioners even concede that conflicting findings may arise as to whether Petitioners are properly characterized as unlawful enemy combatants. See Pet’r’s Opp’n at 7 (“[t]o be sure, Petitioners’ alleged status as ‘enemy combatants’ would be a necessary predicate to any jurisdiction that a future military commission might seek to exercise”). The Court is also persuaded that Petitioners are not irreparably harmed by this Court’s abstention while military commissions proceed with the charges against Petitioners. The inconvenience of any criminal prosecution, including those associated with the military commissions, is insufficient, standing alone, to warrant federal court intervention. Cf. Younger v. Harris, 401 U.S. 37, 46, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971) (<HOLDING>). The various speedy trial rights built into Options: A. holding that interim awards of attorneys fees are inappropriate where the only relief obtained is a preliminary injunction which may be subsequently overturned on the merits B. holding that constitutional protections against double jeopardy apply to a defendant prosecuted as an habitual criminal C. holding that an injunction is an extraordinary remedy D. holding that an injunction against criminal enforcement even if the defendant believes the statute which he is prosecuted is unconstitutional is inappropriate absent an unusual circumstance requiring equitable relief E. holding that 1983 is not an exception to the state tax injunction act

assistant: The best answer is D. holding that an injunction against criminal enforcement even if the defendant believes the statute which he is prosecuted is unconstitutional is inappropriate absent an unusual circumstance requiring equitable 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: Each Loan Party hereby absolutely and unconditionally releases and forever discharges, the Agent and each Lender (including for the avoidance of doubt, the Original Lender, whether in its capacity as Lender, Agent, ABL Agent or otherwise), and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment (including, without limitation, related to the Loan Documents, the transactions contemplated hereunder, the Original Credit Agreement, the Loan Documents (as defined in the Original Credit Agreement) or any act or omission of the Original Lender in any capacity under such Loan Documents), whether such claims, demands and causes of action are matured or unmatured or known or unknown.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar method of electronic transmission shall be deemed to be an original signature hereto.

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 and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 9.01 of the Credit Agreement; provided that notices and communications to the Guarantors shall be directed to the Guarantors, at the address of the Borrower set forth in Section 9.01 of the Credit Agreement.

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: The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company herein or in certificates delivered by the Company pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Distribution Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received all fees due and payable thereto or to the Arranger or any Existing Revolving Lender and/or U.S. Revolving Credit Lender on or prior to the Second Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Commitment Letter dated as of February 21, 2017 (the “ Commitment Letter ”) or the Fee Letter dated as of February 21, 2017 on or prior to the Second Amendment Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon Executive’s death, the Company will pay or provide to Executive’s surviving spouse, or if none, to Executive’s heirs or devisees, the same compensation and benefits as if Executive was terminated by the Company without cause as set forth in Section 7 (c)(ii) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and abandoned by the Board of Directors of Tiptree at any time prior to the date of filing the Certificate of Merger and the Articles of Merger.

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: The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the members of Borrower pursuant to this Agreement, the Note or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

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

user: 9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.

assistant: No
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 rules of construction set forth in Annex A shall apply to this Purchase Agreement and are hereby incorporated by reference into this Purchase Agreement as if set forth fully in this Purchase Agreement. Capitalized terms used but not otherwise defined in this Purchase Agreement shall have the respective meanings given to such terms in Annex A , which is hereby incorporated by reference into this Purchase Agreement as if set forth fully in this Purchase Agreement.

assistant: Defined 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: The Stockholder Representative, the Company and Parent shall timely provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Stockholder Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Stockholder Representative, the Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

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 case excerpt and choose the best holding from the options. Case excerpt: the termination of parental rights filed pursuant to IR.J.SA. 30:4C — 15], the court shall provide the respondent parent with notice of the right to retain and consult with legal counsel. If the parent appears before the court, is indigent and requests counsel, the court shall appoint the Office of the Public Defender to represent the parent. The Office of the Public Defender shall appoint counsel to represent the parent in accordance with subsection c. of 65, 66 (1986) (explaining axiom that constitutional right to counsel includes right to competent counsel); see also In re M.S., 115 S.W.3d 534, 544 (Tex.2003) (finding statutory right to counsel in parental-rights termination eases embodies right to effective counsel); State ex rel. E.H., 880 P.2d 11, 13 (Utah Ct.App.1994) (<HOLDING>). III. We turn then to remedy. The ordinary Options: A. holding statute implicitly guaranteed appointed counsel for parents in termination proceedings be effective B. holding that a parents statutory right to counsel in termination proceedings guarantees the right to effective counsel C. holding that in parental termination proceedings the parent is entitled to effective assistance of counsel D. holding because right to counsel is constitutionally guaranteed in parental termination proceeding effective assistance of counsel is also constitutionally required E. recognizing that the statutory right to counsel in parental termination cases requires that the appointed counsel provide effective assistance

assistant: The best answer is A. holding statute implicitly guaranteed appointed counsel for parents in termination proceedings be effective
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: S.Ct. 27, 138 L.Ed.2d 1057 (1997). “Other variables may come into play depending on the particular facts presented.” Id. As the nature of the factors makes clear, the “ ‘likelihood of confusion’ standard is predominantly factual in nature.” Id. Defendants argue no consumer would reasonably believe that the Franklin Mint’s advertisements and products derived from or were authorized by Princess Diana, her Estate or the Fund. Similar arguments have met with mixed success in other celebri ty endorsement cases. In Wendt, the Ninth Circuit held that where a jury could reasonably conclude that most factors weigh in a plaintiffs favor, summary judgment on the issue of likelihood of confusion was inappropriate. Id.; see also Abdul-Jabbar v. General Motors Corp., 85 F.3d 407, 413 (9th Cir.1996) (<HOLDING>). On the other hand, likelihood of confusion Options: A. holding that lanham act claim was not prohibited due to fact that author had not registered copyright B. holding that the statute of limitations for all of plaintiffs eleven causes of action including those brought under lanham act 43a 15 usc 1125a and lanham act 43c 15 usc 1125c is four years C. holding lanham act claim based on gms use of plaintiffs former name lew aleindor should go to jury D. holding that 157d required withdrawing reference where bankruptcy court faced lanham act claim partly involving the issue of secondary meaning because interpreting lanham act provisions to a given set of facts is generally neither simple nor straightforward E. holding that continued use of trademark after termination of franchise for nonpayment of royalties constitutes lanham act violation

assistant: The best answer is C. holding lanham act claim based on gms use of plaintiffs former name lew aleindor should go to jury
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 has timely filed all material tax returns that are required to be filed, and has paid all Taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except to the extent the Company is contesting any such assessment in good faith. All such returns were true and correct in all material respects. Except as described in the Company’s filings with the SEC, the Company has not received notice of any material tax deficiency proposed or assessed against it, and has not executed any waiver of any statute of limitations on the assessment or collection of any tax that has not yet expired. Except as described in the Company’s filings with the SEC, none of the Company’s tax returns is currently being audited by governmental authorities, and no taxing authority has notified the Company, orally or in writing, that such taxing authority will or may audit any such return.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is mutually agreed and understood by the parties that if any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Section 2, then the parties hereto consent that this Agreement will be amended retroactive to the date of its execution to include the terms and conditions said court deems to be reasonable and in conformity with the original intent of the parties and the parties hereto consent that under such circumstances, said court will have the power and authority to determine what is reasonable and in conformity with the original intent of the parties to the maximum extent that said covenants and/or agreements are enforceable.

assistant: Severability
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: competing for pay phone locations of location owners, neither reason compels the Plaintiffs’ definition of the relevant product market. In du Pont, the government accused du Pont of monopolizing the market for cellophane, and the issue before the Court was whether the relevant product market consisted of cellophane alone or all flexible wrappings. Id. at 380-81, 76 S.Ct. 994. Notwithstanding the government’s attempt to define the relevant market narrowly, the Court held “that cellophane’s interchangeability with the other materials mentioned suffices to make it part of this flexible packaging market.” Id. at 400, 76 S.Ct. 994. In this case, the Plaintiffs argue for a narrower market, one lacking any interchangeable commodities. See Eastman Kodak, 504 U.S. at 481, 112 S.Ct. 2072 (<HOLDING>). It is undisputed that no public cellphones Options: A. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product B. holding that a cause of action on the theory of strict liability may be properly pled by alleging 1 the manufacturers relationship to the product in question 2 the unreasonably dangerous condition of the product and 3 the existence of a proximate causal connection between the condition of the product and the plaintiffs injury C. holding that the determination of whether a products dangers are obvious is made from the perspective of an ordinary user of the product rather than an ordinary person who is unfamiliar with the product D. holding that a relevant market may consist of a single product or service and must be evaluated from the perspective of the choices available to kodak equipment owners E. holding that proof of relevant market is essential under 2

assistant: The best answer is D. holding that a relevant market may consist of a single product or service and must be evaluated from the perspective of the choices available to kodak equipment owners
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ... by the actual application of all of the water to the use designed” is an appropriation of the water. Carlsbad Irrigation Dist. v. Ford, 1942-NMSC-042, ¶ 14, 46 N.M. 335, 128 P.2d 1047 (emphasis, internal quotation marks, and citation omitted). Thus, any diversion for a beneficial use must be accompanied by a right to the water acquired by the user’s appropriation of the water to be diverted. See State ex rel. State Eng’r v. Comm’r of Pub. Lands, 2009-NMCA-004, ¶ 15, 145 N.M. 433, 200 P.3d 86 (“[W]ater rights are both established and exercised by beneficial use, which forms the basis, the measure[,] and the limit of the right to use of the water.” (internal quotation marks and citation omitted)); In re Water Rights in Rio Grande Cnty., 53 P.3d 1165, 1168 (Colo. 2002) (en banc) (<HOLDING>)-. We now turn to the import of consumptive Options: A. holding that a water right is a property right created by a person appropriating unappropriated water and applying it to a beneficial use B. recognizing the right to use water to generate power C. holding that simply because claimants had diverted the entire run of the water at issue did not give them the ability to claim a right to all the water when they could not and had not put it to beneficial use D. holding that article x 2 of the california constitution dictates the basic principles defining water rights that no one can have a protectible interest in the unreasonable use of water and that holders of water rights must use water reasonably and beneficially E. holding that the legislative assembly intended the water right certificate not the permit even when followed by a beneficial use to mark the point at which a water right becomes vested

assistant: The best answer is A. holding that a water right is a property right created by a person appropriating unappropriated water and applying it to a beneficial use
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: (emphasis added). As explained in Serletic v. Noel, 700 N.E.2d 1159, 1161 (Ind.Ct.App.1998), under the law-of-the-case doctrine, a trial court is not bound by its own earlier rulings unless they have been adopted by an appellate court’s decision. This rule prevents the unseemly possibility that a trial court might be unable to correct its own, earlier ruling that it later finds to be erroneous only because of the fact of its earlier ruling. Here, although Care Centers attempted to appeal the trial court’s earlier ruling, the appeal was dismissed as untimely, and the trial court’s ruling was not adopted by an appellate court’s decision. The law-of-the-case doctrine is therefore inapplicable. See Mafnas v. Owen Cnty. Office of Family & Children, 699 N.E.2d 1210, 1212 (Ind. Ct.App.1998) (<HOLDING>); White River Conservancy Dist. v. Commonwealth Options: A. holding that issues not raised in the initial brief on appeal are deemed abandoned B. holding that issues not raised in an initial brief on appeal are deemed abandoned C. holding that issues not raised before a district court are waived on appeal D. holding that an issue not raised on appeal is waived E. holding that issues were not waived on subsequent appeal when initial appeal was dismissed

assistant: The best answer is E. holding that issues were not waived on subsequent appeal when initial appeal was dismissed
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: At all times Employee both during and after employment will regard and preserve as confidential all trade secrets and other confidential information pertaining to the business of the Company, including financial data, strategic business plans, product development, marketing plans, and other non-public proprietary information.

assistant: Confidentiality
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 the prior litigation. Review in this court under the APA thus does not disturb the finality of the prior judgment. It does, however, vindicate the authority of the circuits to rule on statutory meaning independently of each other. C. The Statutory Question This case involves the construction of a statutory term implemented by a government agency with authority to administer the statute. At issue is the meaning of the word “reimbursements” in § 9704(b)(2)(A) of the Coal Act. In reviewing an agency’s statutory interpretation under the APA’s “not in accordance with law” standard, we adhere to the familiar two-step test of Chevron, provided that the conditions for such review are met. See United States v. Mead Corp., 533 U.S. 218, 226-27, 121 S.Ct. 2164, 2170-71, 150 L.Ed.2d 292 (2001) (<HOLDING>). Under Chevron, “if the intent of Congress is Options: A. holding that a longstanding agency interpretation was no longer entitled to chevron deference given that the agency had changed its position on the issue B. holding that agency action is final and thus has legal effect only if taken by officials possessing properly delegated authority C. holding that administrative implementation of a particular statutory provision qualifies for chevron deference when it appears that congress delegated authority to the agency generally to make rules carrying the force of law and that the agency interpretation claiming deference was promulgated in the exercise of that authority D. holding that chevron deference is due only to a reasonable interpretation made by the administrator of an agency E. holding that chevron deference is due only when the agency acts pursuant to delegated authority and the agency action has the force of law

assistant: The best answer is E. holding that chevron deference is due only when the agency acts pursuant to delegated authority and the agency action has the force of law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All obligations of the Company under the Performance Award program shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, or consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

assistant: Successors
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 the juvenile court. Although we find instructive the Supreme Court’s holding in Gallegos v. Colorado, 370 U.S. 49, 82 S.Ct. 1209, 8 L.Ed.2d 325 (1962), cited by appellant, we conclude that holding does not require a different result. In Gallegos, the Court said that a 14-year-old boy, no matter how sophisticated, is unlikely to have any conception of what will confront him when he is made accessible only to the police. [Such a person] is not equal to the police in knowledge and understanding of the consequences of the questions and answers being recorded and ... is unable to know how to protect his own interests or how to get the benefit of his constitutional rights. 370 U.S. at 54, 82 S.Ct. at 1212; see also Haley v. Ohio, 332 U.S. 596, 601, 68 S.Ct. 302, 304, 92 L.Ed. 224 (1948) (<HOLDING>). Gallegos is distinguishable from appellant’s Options: A. holding interrogation of fifteen year old without parent or attorney violated due process B. holding that due process rights were not violated when alien claimed a lack of actual notice but his attorney received notice C. holding that a termination of a government contract does not constitute a taking of the plaintiffs property without just compensation or without due process of law D. holding that detention of approximately eight months violated due process E. holding due process was violated by the automatic rejection of an unwed fathers custodial relationship without granting the father opportunity to present evidence regarding his fitness as a parent

assistant: The best answer is A. holding interrogation of fifteen year old without parent or attorney violated due process
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 Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in such insurance policy or policies insuring any of the Mortgaged Properties shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

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: The consummation of the Transaction (the “ Closing ”) shall be facilitated by Escrow Holder (“ Escrow ”). The Parties shall cooperate in executing and delivering any escrow instructions that may be prepared from time to time to consummate the Transaction and establish the Escrow; provided, however, in the event of any conflict or inconsistency between the provisions and conditions of this Agreement and any such escrow instructions, the provisions and conditions of this Agreement shall prevail. The Closing shall occur on December 29, 2015 (the “ Closing Date ”). Escrow Holder shall be responsible at the Closing for preparing the settlement statement, causing all documents to be recorded, disbursing all closing proceeds, and otherwise conducting settlement. All real estate taxes shall be prorated as of 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: Each Seller Party is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. No Seller Party intends to incur, and does not believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. The amount of consideration being received by Sellers upon the sale of the Purchased Assets to Administrative Agent for the benefit of Buyers constitutes reasonably equivalent value and fair consideration for such Purchased Assets. Sellers are not transferring any Purchased Assets with any intent to hinder, delay or defraud any of their respective creditors. Each transfer of Contributed REO Property to a REO Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed REO Property. Each transfer of Contributed Mortgage Loans and Contributed REO Property to a Trust Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed Mortgage Loan. Each transfer of Contributed Rental Property to the SFR Subsidiary constitutes reasonably equivalent value and fair consideration for such Contributed Rental Property.

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 case excerpt and choose the best holding from the options. Case excerpt: jurisdiction.” See id. at 1502. Quoting the Supreme Court, the panel instructed that: [I]n cases of bankruptcy, many incidental questions arise in the course of administering the bankrupt estate, which would ordinarily be pure cases at law, and in respect of their facts triable by jury, but, as belonging to the bankruptcy proceedings, they become cases over which the bankruptcy court, which acts as a court of equity, exercises exclusive control. Thus a claim of debt or damages against the bankrupt is investigated by chancery methods. Id. at 1503 (quoting Katchen v. Landy, 382 U.S. 323, 337, 86 S.Ct. 467, 15 L.Ed.2d 391 (1966) (quotations omitted)). Next, the Seventh Circuit applied the Granfinanciera test and determined that a discharge 578746, at *4 (Bankr.N.D.Ill. Sept. 16, 1997) (<HOLDING>); In re Hutchins, 211 B.R. 322, 324 Options: A. holding that under the hallahan progeny of cases parties are not afforded the right to jury trials in dischargeability proceedings B. holding that juveniles are not entitled to jury trials C. holding that claims under the vrra are equitable and a plaintiff is not entitled to a jury trial D. holding that the bankruptcy court has constitutional and implied statutory authority to conduct jury trials in core proceedings E. holding that dischargeability proceedings are inherently equitable in nature and as such parties are not entitled to jury trials

assistant: The best answer is E. holding that dischargeability proceedings are inherently equitable in nature and as such parties are not entitled to jury trials
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Parent, the Borrower and its Restricted Subsidiaries own, license or possess the right to use, all Intellectual Property that is reasonably necessary for the operation of their businesses as currently conducted, without conflict with the Intellectual Property of any Person, except to the extent such conflicts, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Intellectual Property used by Parent, the Borrower or any Restricted Subsidiary in the operation of its business as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the Intellectual Property is pending or, to the knowledge of Parent and the Borrower, threatened against Parent or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment other than Landlord’s use of Cushman & Wakefield (the “ Broker ”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Landlord shall pay the fees of the Broker pursuant to a separate agreement and Landlord shall indemnify Tenant for any claim made by Broker against either party. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any use or dealings with any real estate broker or agent, occurring by, through, or under the indemnifying party. The terms of this Section 9 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.

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: The General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner and its Affiliates) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) Partnership Units or other Partnership Interests in one or more classes, or in one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined, subject to applicable Delaware law, by the General Partner in its sole and absolute discretion, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided , that no such Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) the Partnership Interests are issued in connection with the grant, award or issuance of Shares or other equity interests in the General Partner having designations, preferences and other rights such that the economic interests attributable to such Shares or other equity interests are substantially similar to the designations, preferences and other rights (except voting rights) of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.02.A or (b) the Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.02.A, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.04, Section 6.02 and Section 8.06 hereof) as it deems necessary to reflect the issuance of such additional Partnership Interests.

assistant: General
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: one. He may also properly investigate various defenses, but unreasonably select among the alternatives. The inquiries also overlap at the prejudice stage: with respect to defective investigations, the test for prejudice is whether the noninvestigated evidence was powerful enough to establish a probability that a reasonable attorney would decide to present it and a probability that such presentation might undermine the jury verdict. Wiggins, 539 U.S. at 535, 123 S.Ct. 2527. 1 Guided by this distinction, we first consider counsel’s performance of their “duty to make reasonable investigations or to make a reasonable decision that makes particular investigations unnecessary.” Strickland, 466 U.S. at 691, 104 S.Ct. 2052. An investigation must be more than cursory. Rios, 299 F.3d at 805-06 (<HOLDING>). For mental health defenses, counsel cannot Options: A. holding a defendant may not be convicted of more than one count of dissemination of matter harmful to minors based on one occurrence even if there was more than one victim B. holding that a noticeofrights form that plainly affects more than one person and encompasses more than an immediate set of facts and is applicable to all inmates in a particular category is a rule C. holding that more than notice to a defendant is required D. holding that counsel must interview more than one witness before abandoning a particular defense E. holding that it was plain error for trial court to allow more than one conviction of grossly negligent operation of a vehicle where more than one person was injured

assistant: The best answer is D. holding that counsel must interview more than one witness before abandoning a particular defense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: argument, the Maryland and New Jersey courts here did not delegate the setting of payment schedules to probation or the Bureau of Prisons. Rather, both courts held that payment was due immediately. Thus, there was no improper delegation by the courts of their exclusive authority to determine a payment schedule. The Bureau of Prisons was merely using the IFRP to collect Bramson’s court-ordered payments. See, e.g., Matheny v. Morrison, 307 F.3d 709, 712 (8th Cir.2002) (<HOLDING>); McGhee v. Clark, 166 F.3d 884, 886 (7th Options: A. holding ifrp does not deprive inmates of constitutional rights to due process B. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders C. holding the state may appeal orders of dismissal that have the same effect as orders quashing an information D. holding that bureau of prisons may administer collection of payments through ifrp where sentencing court orders immediate payment E. holding bop did not exceed its authority in establishing ifrp and that the program does not violate due process

assistant: The best answer is D. holding that bureau of prisons may administer collection of payments through ifrp where sentencing court orders immediate payment
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: (i) The fees and expenses set forth in the Amended and Restated Engagement Letter dated as of June 26, 2018, among Holdings, the Borrowers and the Amendment No. 3 Lead Arrangers, and the Fee Letter referred to therein that are required to be paid on or prior to the Amendment No. 3 Effective Date shall have been paid (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for such Amendment No. 3 Lead Arrangers and the Administrative Agent with respect thereto) and (ii) as consideration for agreeing to the extended maturity dates with respect to the Euro Term A Loans, the Dollar Term A Loans and the 2018 Revolving Commitments, the Euro Term A Lenders, the Dollar Term A Lenders and the 2018 Revolving Lenders shall have received an extension fee in an aggregate principal amount equal to 0.10% of the aggregate principal amount of Euro Term A Loans, Dollar Term A Loans and 2018 Revolving Commitments held by such Lenders immediately on the Amendment No. 3 Effective Date after giving effect to the Amendment.

assistant: Fees
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: comment n. 3. Tucker argues that there was no evidence the gun was present during the controlled sales he made to the undercover officer and informant in the summer of 1999. Furthermore, he argues that the gun found in his apartment was not “present” in relation to the cocaine found in th cant amount of cash and a loaded gun in his bedroom as well as cocaine in the basement of his building. The fact that other tenants had access to the basement does not alter the result. Tucker admitted that the cocaine in the basement was his in pleading guilty to possessing the cocaine with intent to distribute it. The gun’s location in Tucker’s bedroom made it readily available to Tucker to protect his cash and the drugs in the basement. See id.; United States v. Paulino, 887 F.2d 358 (1st Cir.l989)(<HOLDING>). The two-level enhancement for possession of a Options: A. holding that exception applies to statement by handcuffed parolee concerning whereabouts of a gun in an apartment where parole officers had specific information from a third party that a gun was likely present in the apartment B. holding that the fortress theory was applicable where it reasonably appeared that the gun was used to protect the drugs given that the drugs and firearm were found in the same location C. holding that the twolevel enhancement was appropriate where the gun cash and a drug ledger were found in one apartment and the drugs were found in a different apartment in the same building D. holding that statements by defendant and apartment manager that defendant lived in the apartment where drugs were found demonstrated his control over the apartment even though no documents personal effects or keys were found E. holding that the twolevel enhancement was appropriate where drugs cash and drug scales were found in defendants parlor and a gun was found in a secret compartment in defendants bathroom vanity

assistant: The best answer is C. holding that the twolevel enhancement was appropriate where the gun cash and a drug ledger were found in one apartment and the drugs were found in a different apartment in the same building
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

assistant: Entire Agreements