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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

assistant: Erisa
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: indictment. See N.C. Gen. Stat. § 15A-1444 (2011) (listing the issues that a defendant who has pled guilty is entitled to appeal as a matter of right); see also State v. Absher, 329 N.C. 264, 265 n. 1, 404 S.E.2d 848, 849 n. 1 (1991) (“While it is true that a defendant may challenge the jurisdiction of a trial court, such challenge may be made in the appellate division only if and when the case is properly pending before the appellate division.”). Accordingly, we grant the State’s motion to dismiss Defendant’s appeal. However, pursuant to N.C. Gen. Stat. § 15A-1444(e) and N.C. R. App. P. 21, Defendant has petitioned this Court for a writ of certiorari. We elect to grant Defendant’s petition and review the issues. See State v. Keller, 198 N.C. App. 639, 641, 680 S.E.2d 212, 213 (2009) (<HOLDING>) (citations omitted); see also State v. Demaio, Options: A. holding that although defendant is not entitled to appeal from his guilty plea as a matter of right his arguments challenging the factual basis for his guilty plea are reviewable pursuant to a petition for writ of certiorari B. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea C. holding that right to challenge factual basis is waived by guilty plea D. holding that a defendant may withdraw a guilty plea as a matter of right before it is accepted by the court based on ndr crim p 32d3 which states that a defendant may not withdraw his plea of guilty as a matter of right once the plea has been accepted by the court alteration in original E. holding that defendant was responsible for the delay from the withdrawal of his guilty plea

assistant: The best answer is A. holding that although defendant is not entitled to appeal from his guilty plea as a matter of right his arguments challenging the factual basis for his guilty plea are reviewable pursuant to a petition for writ of certiorari
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: which a district court may depart below statutory mínimums and did not include such language in subsection (a), it should be presumed that Congress intended not to disturb statutory mínimums through application of the § 3553(a) factors. See Russello v. United States, 464 U.S. 16, 23, 104 S.Ct. 296, 78 L.Ed.2d 17 (1983) (“[Wjhere Congress includes particular language in one section of a statute but omits it in another section of the same Act, it is generally presumed that Congress acts intentionally and purposely in the disparate inclusion or exclusion.” (quotation marks and citation omitted)). Moreover, through the statutory minimum set forth in 21 U.S.C. § 841(b)(l)(A)(iv), Congress “otherwise specifically provided” that the § 3553(a) factors do not control. See Samas, 561 F.3d at 111 (<HOLDING>); Castaing-Sosa, 530 F.3d at 1361-62 (same). Options: A. holding that 3553a did not permit courts to sentence below the statutory minimums in 21 usc 841b B. holding that the courts statement that the sentence was sufficient and a greater sentence is not necessary did not contradict the requirements of 3553a C. holding that district court did not have authority to depart any further below the statutory minimum after granting the 3553e motion and therefore need not consider the 3553a factors D. holding that the sentence was reasonable in part because it was well below the statutory maximum E. holding that sentence factor manipulation applies to statutory minimums as well as to the guidelines

assistant: The best answer is A. holding that 3553a did not permit courts to sentence below the statutory minimums in 21 usc 841b
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: Presentment for payment, demand, protest and notice of demand, protest, nonpayment, dishonor, acceleration and intent to accelerate and all other notices whatsoever are hereby waived by Maker, which further waives and renounces, to the fullest extent permitted by law, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead now or hereafter provided by any applicable laws, both as to itself and in and to all of its property against the enforcement and collection of the obligations evidenced by this Note.

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: Read the case excerpt and choose the best holding from the options. Case excerpt: did not substantially comply with the requirements of” Va.Code § 17.734. Given the disposition of this matter, it is unnecessary to reach or decide whether either MTC’s original or amended appraisal notices substantially complied with the VSCA. 12 . The parties correctly agree that Virginia substantive law governs here. See Erie ivate Corporations § 3635 (2006) ("When a corporation is created or formed under a general corporation law, its charters consists of the law under which it is,organized and the articles or certificate of incorporation adopted or issue pursuant to that law.... Every pertinent provision of the constitution and statutes of the corporation's creation is impliedly written into the charter.”); Knights of Pythias v. Weller, 93 Va. 605, 613, 25 S.E. 891 (1896) (<HOLDING>); Kaplan v. Block, 183 Va. 327, 333-34, 31 Options: A. holding that a corporations principal place of business for determining diversity jurisdiction under 28 usc 1332c1 is the nerve center meaning the corporations headquarters or the place where a corporations officers direct control and coordinate the corporations activities B. holding that while a state statute granted a foreign corporation the rights and privileges enjoyed by domestic corporations it did not transform such corporations into domestic or resident corporations C. recognizing a cause of action against a corporations directors brought by a creditor for the fraudulent misrepresentation of the corporations financial condition D. holding that general laws affecting corporations form essential parts of the charters of the corporations as though copied into them E. recognizing that when the corporations management or its shareholders are deadlocked with respect to a particular issue courts have realigned such corporations as party plaintiffs

assistant: The best answer is D. holding that general laws affecting corporations form essential parts of the charters of the corporations as though copied into them
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: Credit Parties have filed all federal and other material tax returns and reports required to be filed by Applicable Law, and have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable other than any unpaid taxes, assessments fees or other charges that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves are maintained on the books of the applicable Credit Party in accordance with GAAP, and so long as none of the Collateral would become subject to forfeiture, any Lien (other than a Permitted Lien not prior to Administrative Agent's Lien on the Collateral) or any loss as a result of such contest or delay in payment.

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: statute that is substantially the same as those challenged here: Virginia’s qualifying statute serves the legitimate state interest of ensuring that Virginia has a source of recovery for future smoking-related healthcare costs attributable to tobacco manufacturers who have not subscribed to the Master Settlement Agreement and who, therefore, are not already compensating the Commonwealth for these healthcare costs. Thus, the putative local benefits are both legitimate and important. Star Scientific, 278 F.3d at 357. Moreover, appellants have failed to even allege that there is a “qualitatively or quantita-different” burden on interstate commerce than on intrastate commerce, Nat’l Elec. Mfrs. Ass’n v. Sorrell, 272 F.3d 104, 109 (2d Cir.2001); see also Freedom Holdings I, 357 F.3d at 219 (<HOLDING>), or that the Escrow Statutes have a “disparate Options: A. holding that congress may regulate purely local intrastate activities if they are part of an economic class of activities that have a substantial effect on interstate commerce B. holding that the proper test for balancing national security interests with a persons due process rights is the mathews balancing test C. holding under the pike balancing test that contraband statutes do not impose unequal burdens on interstate and intrastate commerce D. recognizing that congress had the power to regulate boxcars that traveled exclusively intrastate because of their inherent mobility and connection to interstate commerce it is no objection to such an exertion of commerce clause power that the dangers intended to be avoided arise in whole or in part out of matters connected with intrastate commerce E. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce

assistant: The best answer is C. holding under the pike balancing test that contraband statutes do not impose unequal burdens on interstate and intrastate commerce
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 and its Subsidiaries shall, at their expense and without expense to Administrative Agent or Lenders, do, execute and deliver such further acts and documents as Administrative Agent from time to time reasonably requires for the assuring and confirming unto Administrative Agent of the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Loan Document (including, without limitation, any matters set forth in any supplement agreement regarding post-closing deliveries or filings entered into with Administrative Agent).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall be effective from the Effective Date. This Amendment shall automatically terminate on the termination of the Agreement. The following provisions of this Amendment shall survive any termination of this Amendment: Sections 1, 3, 4, 5, 6 , 8 and 9 .

assistant: Effective Dates
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 base salary for the Executive shall be Three Hundred Seventy-Five Thousand dollars per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions. The Executive’s performance shall be evaluated annually in March of each year. Any future salary increases will be based on the Executive’s individual performance and will be approved by the Board in its sole discretion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 1330. Moreover, the Supreme Court’s decision in Kimbrough, standing alone, did not provide the court with authority to reduce Lawson’s sentence. See Moreno, 421 F.3d at 1220-21. Although Lawson argues that the court incorrectly found that he qualified as a career offender, and that his sentence violates the Eighth Amendment, both of these issues lay outside the limited scope of a § 3582(c)(2) proceeding, and the court lacked authority to address these arguments. See Bravo, 203 F.3d at 781-82. AFFIRMED. 1 . Moreover, we note that Lawson did not raise the issue of whether he was incorrectly sentenced as a career offender until he filed his reply brief. Accordingly, even if this argument were meritorious, we would not address it. See Timson v. Sampson, 518 F.3d 870, 874 (11th Cir.2008) Options: A. holding argument is waived when raised for first time in reply brief B. holding that we do not consider arguments raised for the first time in a reply brief C. holding that we do not address an argument raised for the first time in a litigants reply brief D. holding that an argument raised for the first time in a reply brief is waived E. holding argument not raised in opening brief but raised for the first time in reply brief was waived

assistant: The best answer is C. holding that we do not address an argument raised for the first time in a litigants reply brief
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: Borrowers will not use the proceeds of any Loan made hereunder for any purpose other than (a) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (b) to finance ongoing working capital needs of the Borrowers and their Subsidiaries (including, without limitation, payments with respect to the Carveout) in accordance with the Approved Budget and Financing Order, (c) to provide payments of "adequate protection" (as set forth in Section 361 of the Bankruptcy Code) in favor of the Prepetition Lenders as provided in the Financing Order, and (d) otherwise consistent with the terms and conditions hereof.

assistant: Use Of Proceeds
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: with intent to murder”; therefore, the two convictions did not violate double jeopardy. Id. In addition to comparing the statutory elements of an offense both in the abstract under Blockburger and as applied to the facts of the particular case under Duchac, courts consider other factors relevant to ascertaining legislative intent. These factors include the following: (1) whether there were multiple victims involved; (2) whether several discrete acts were involved; and (3) whether the evil at which each offense is directed is the same or different. As we noted in Goins, “generally, if a criminal episode involves several victims who have personally been victimized, the evidence could sustain multiple convictions.” Goins, 705 S.W.2d at 651 (citing State v. Irvin, 603 S.W.2d 121 (Tenn.1980)(<HOLDING>)). In Goins, however, we held that the multiple Options: A. holding that a single transaction involving multiple obscene materials constitutes but one offense B. 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 C. holding that multiple convictions under 924c cannot be based on offenses forming a single unit of prosecution D. holding that killing more than one person in a single automobile accident justified multiple homicide convictions E. holding that a defendant may not be convicted of multiple offenses under 922g on the basis that he belonged to more than one prohibited class or that he simultaneously possessed more than one firearm

assistant: The best answer is D. holding that killing more than one person in a single automobile accident justified multiple homicide convictions
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: we have the right at our sole discretion to remove any content that , we feel in our judgment does not comply with this user agreement , along with any content that we feel is otherwise offensive , harmful , objectionable , inaccurate , or violates any 3rd party copyrights or trademarks .

assistant: Content removal
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: Anything to the contrary notwithstanding, all payments required to be made by the Corporation to Executive shall be subject to the withholding of such amounts relating to taxes as the Corporation may reasonably determine it should withhold pursuant to any applicable law or regulation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 304, 107 L.Ed.2d 237 (1989)). As noted, the Hallst-rom court determined that strict compliance with the 60-day notice requirement of the Resource Conservation and Recovery Act (“RCRA”) was a “mandatory condition! ] precedent” to a citizen suit brought under that statute. 493 U.S. at 31, 110 5.Ct. 304. In both ABC Rail and Hallst-rom, the issue was whether failure to comply with the 60-day notice requirement was fatal; these cases do not speak directly to the issue of what constitutes sufficient notice under the applicable regulation. A number of courts, however, have found guidance in the Hallstrom court’s rationale for strict interpretation of environmental statute notice requirements. Addressing the proper interpretation of the RCRA cit ironment v. Eaton, 644 F.2d 995 (3rd Cir.1981) (<HOLDING>)). Determining that the RCRA notice provision Options: A. holding that where the defendant was in default the district court correctly accepted the fact allegations of the complaint as true B. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact C. holding that party must comply with notice and cure provisions before seeking remedy for default under contract D. holding district court had discretion to modify the threeday notice requirement for default judgment by giving notice in a show cause order E. holding that notice provision of cwa was satisfied where district court stayed the proceedings for 60 days in order to cure the procedural default

assistant: The best answer is E. holding that notice provision of cwa was satisfied where district court stayed the proceedings for 60 days in order to cure the procedural default
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 affirmative defense that the state must raise or waive in state court. Thus, he argues, Respondent’s motion must fail because the state did not raise the timeliness of his petition when Keenan first filed it. Contrary to Keenan’s assertions, however, several Ohio Courts of Appeal have found that the timeliness of a post-conviction petition in Ohio is a jurisdictional issue, rather than an affirmative defense. For example, in State v. Halliwell, 134 Ohio App.3d 730, 732 N.E.2d 405, 408 (1999), the Eighth District Court of Appeals explicitly found that “unless [one of the statutory] exceptions apply, the trial court has no jurisdiction to consider an untimely filed petition for postconviction relief.” See also State v. Sturbois, No. 99CA16, 1999 WL 786318 (Ohio Ct.App. Sept. 27, 1999)(<HOLDING>); State v. Ayers, No. 16851, 1998 WL 833738 Options: A. holding that even where postconviction petitioner reserved the option to file an amended petition in his opening petition simply filing an amended petition is insufficient to request leave to file an amended petition a motion for leave to file an amended petition was required before it was necessary for the district judge to consider the amended petition B. holding no court has jurisdiction to hear an untimely pcra petition C. holding that an untimely petition for a rehearingreconsideration of a motion in a criminal case was beyond the district courts jurisdiction D. holding that untimely petition for postconviction petition divests trial court of jurisdiction E. holding that although louisiana court held postconviction petition untimely filed statutory exceptions to filing requirement rendered petition properly filed for purposes of 2244d

assistant: The best answer is D. holding that untimely petition for postconviction petition divests trial court of jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty and the SPA embody the whole agreement and understanding of the parties hereto relative to the subject matter hereof. No modification or waiver of any provision hereof shall be enforceable unless approved by the Vendors’ Representative in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: just” — the year of Mr. Kellogg’s probable death. This is not materially different from the usual life expectancy analysis performed by jurors, which permits them to consider competent evidence of life-threatening conditions. See, e.g., Hall ex rel. Hall v. Rodricks, 340 N.J.Super. 264, 274-76, 774 A.2d 551 (App.Div.2001). Without impinging upon the creativity and imagination of counsel, we could expect the parties to offer expert opinions in the fields of medicine and economics to illuminate life expectancy and mortality issues. Cf. R. 1:13-5 (providing that the table of mortal ity and life expectancy in the Rules’ Appendix “shall be admissible in evidence as prima facie proof of the facts therein contained”); see also Marendino v. Spitz, 121 N.J.L. 556, 558, 3 A.2d 601 (E. & A.1938) (<HOLDING>). Additionally, accounting-related opinions Options: A. recognizing cause of action for wrongful death B. recognizing the utility of mortality tables but not requiring their use in the estimation of life expectancy in wrongful death actions C. holding unconstitutional a state wrongful death statute which denied illegitimate children the right to recover for the wrongful death of their mother D. recognizing that substantive issue of liability may be litigated in the same action for wrongful death and survival actions E. holding that plaintiffs failure to prove decedents death was caused by the wrongful acts of the defendant precludes any recovery of wrongful death damages under mississippis wrongful death statute

assistant: The best answer is B. recognizing the utility of mortality tables but not requiring their use in the estimation of life expectancy in wrongful death actions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits or proceedings at law or in equity, arbitrations, or governmental investigations by or before any Governmental Authority or other agency now pending, filed, or, to Borrower’s actual knowledge, threatened against or affecting Borrower, Guarantor or the Property or any portion thereof, which actions, suits or proceedings, or governmental investigations, if determined against Borrower, Guarantor or the Property or any portion thereof, might materially adversely affect (a) title to the Property or any portion thereof; (b) the validity or enforceability of each Security Instrument; (c) Borrower’s ability to perform under the Loan; (d) Guarantor’s ability to perform under the Guaranty; (e) the use, operation or value of the Property or any portion thereof; (f) the principal benefit of the security intended to be provided by the Loan Documents; (g) the current ability of the Property to generate Net Cash Flow sufficient to service the Loan; or (h) the current principal use of the Property or any portion thereof.

assistant: Litigations
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 carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which Buyer believes are adequate, and all such insurance is in full force and effect. Buyer has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a material adverse change in the financial position or results of operations of Buyer.

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 case excerpt and choose the best holding from the options. Case excerpt: 560 So.2d 808, 810 (Fla. 4th DCA 1990) (quoting Rivera v. Aldrich, 538 So.2d 1390, 1392 (Fla. 3d DCA 1989)). The hallmarks of. a compromised verdict in a tort claim are a clearly inadequate damage award coupled with a finding of liability in a case where liability was hotly contested. See Watson v. Builders Square, Inc., 563 So.2d 721, 722 (Fla. 4th DCA 1990). An improper compromised verdict on the issue of liability is highly probable when the jury returns a verdict finding that the defendant negligently caused injury to plaintiff, but “awarded [the plaintiff] her [past] medical expenses without considering non-economic damages.” Food Lion v. Jackson, 712 So.2d 800, 802 (Fla. 5th DCA 1998); see also Ochlockonee Banks Rest., Inc. v. Colvin, 700 So.2d 1229, 1231 (Fla. 1st DCA 1997) .(<HOLDING>); Bucci v. Auto Builders S. Fla., Inc., 690 Options: A. holding that jurys damagesrelated questions and verdict of liability with clearly inadequate damages of only medical expenses but no noneconomic damages in case where liability was hotly contested strongly suggested compromised verdict B. holding that verdict of liability that awarded past medical expenses only and nothing for pain and suffering clearly shows it was result of compromised verdict where negligence was seriously disputed C. holding that a jury cannot award damages for medical expenses and lost wages without also awarding damages for pain and suffering where the plaintiff was injured due to the defendants negligence D. holding that prejudgment interest may properly be added to damage awards for past lost wages medical expenses that have been incurred and past pain and suffering but not future loss of earnings future medical expenses andor future pain and suffering E. recognizing as an element of pain and suffering

assistant: The best answer is B. holding that verdict of liability that awarded past medical expenses only and nothing for pain and suffering clearly shows it was result of compromised verdict where negligence was seriously disputed
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 Side Letter Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument.

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: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are fulfilled to the greatest extent possible.

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: prior inconsistent statements are admissible as non-hearsay when “the declarant testifies and is subject to cross-examination about a prior statement, and the statement [is] inconsistent with the declarant’s testimony and was given under penalty of perjury at a trial, hearing, or other proceeding or in a deposition.” Choute’s prior inconsistent statement failed to comply with this requirement because his videotaped statement was not given under oath at a trial, hearing, or other proceeding or in a deposition. Canton failed to object to the admission of Choute’s inconsistent statement at trial; therefore, the trial court’s error only warrants reversal if it meets the plain error standard. See V.I.S.Ct.R. 4(h); Henderson v. United States, 133 S. Ct. 1121, 1124, 185 L. Ed. 2d 85 (2013) (<HOLDING>). The plain error standard is met where there Options: A. holding that plain error exists when 1 an error was committed 2 that was plain 3 that affected the defendants substantial rights and 4 the error seriously affects the fairness integrity or public reputation of judicial proceedings B. recognizing that plain error analysis requires 1 error 2 that is plain 3 that affects defendants substantial rights and 4 that seriously affects fairness integrity or public reputation of judicial proceedings C. holding that a plain error that affects substantial rights may be considered even though it was not objected to or brought to the courts attention D. holding that under federal rule of appellate procedure 52b plain error in a jury charge may be considered by an appellate court although it was not brought to the attention of the trial court E. recognizing that an error prejudices substantial rights when it affects the outcome of the hearing at issue

assistant: The best answer is C. holding that a plain error that affects substantial rights may be considered even though it was not objected to or brought to the courts attention
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 addition to any other rights and powers that it may possess under applicable law or by virtue of this Agreement, but in any event subject to Section 8.6 hereof and the Basic Documents to the contrary, the Manager shall have the full and absolute power and authority to bind the Company and take any and all actions and do anything and everything it deems necessary or appropriate in performing its duties hereunder and shall have all rights and powers required or appropriate to its management of the Company business (and indirectly the business of the Company Subsidiary), including, but not limited to, the following specific rights and powers. If there is more than one Manager at any time, any action taken by the Managers must be agreed to by each Manager.

assistant: Powers
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 shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as most nearly to retain the intent of the parties. If such modification is not possible, such provision shall be severed from this Agreement. In either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9gag , inc may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the site and by sending you email notification .

assistant: Unilateral change
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: acts occurred in New York at the April 1998 meeting, or at a later date-perhaps even at Ballard’s Utah offices-such considerations seem less important given the nature of this particular case. In any event, in cases where no forum is wholly convenient (or wholly obvious), a forum selection clause can and should tip the scales. Pascalides, 1 e clearest of standards, all of the traditional factors are at play here. Transfer, rather than dismissal provides all parties with an opportunity for a speedy resolution of the matter. Transfer prevents Plaintiff from facing unnecessary statute of limitation issues, and lastly, transfer rather than dismissal provides for a more efficient use of judicial resources. See Goldlawr, Inc. v. Heiman, 369 U.S. 463, 466-67, 82 S.Ct. 913, 8 L.Ed.2d 39(1962)(<HOLDING>). CONCLUSION For the foregoing reasons, this Options: A. holding that purpose of transfer is that of removing whatever obstacles may impede an expeditious and orderly adjudication of cases and controversies on their merits B. holding that a dismissal on statute of limitations grounds is an adjudication on the merits for purposes of res judicata C. holding that review is de novo where there has been no adjudication on the merits in state court D. holding that a motion for a summary judgment is an appropriate means of seeking an adjudication on the merits E. holding that an adjudication on summary judgment is an adjudication on the merits

assistant: The best answer is A. holding that purpose of transfer is that of removing whatever obstacles may impede an expeditious and orderly adjudication of cases and controversies on their merits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, to the applicable party at its address below given or at such other address as shall be furnished in writing by such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States Mail. Notice mailed in accordance with this section at least five (5) days prior to the related action (or if the Code elsewhere requires a longer period, such longer period) shall be deemed reasonable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Person from the terms hereof, shall in any event be effective unless it is in writing and signed by the Floor Plan Agent and the Formula Revolver Agent. In no event shall the consent of any Obligor be required in connection with any amendment or other modification of this Agreement; provided , however , that no amendment or modification of this Agreement that increases any obligation of any Obligor shall be effective against such Obligor unless such amendment or modification is in writing and signed by such Obligor.

assistant: Amendments
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 Lender Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings of the parties, verbal or written, relating to the subject matter hereof. Except as expressly modified herein, the Credit Documents, as amended, are and remain in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Subject to subsection (d) below, each party (the “ Indemnitor ”) will indemnify and hold the other party, its Subsidiaries and each of their respective stockholders, officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (each, an “ Indemnitee ”) harmless from and against and will promptly defend the Indemnitees from and reimburse the Indemnitees for any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorneys’ fees and other costs and expenses) (collectively, “ Damages ”), arising out of or related to (i) a breach by the Indemnitor of this Agreement and (ii) the gross negligence, bad faith or intentional misconduct of the Indemnitor in connection with the provision or receipt of Transition Services under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Do, or cause to be done, all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower that is not a Loan Party, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05 ; provided that the Borrower each First Tier Covenant Party, as applicable, may liquidate or dissolve one or more of its Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower such First Tier Covenant Party or a Wholly-Owned Subsidiary of the Borrower such First Tier Covenant Party in such liquidation or dissolution; except that Subsidiary Loan Parties may not be liquidated into Subsidiaries of Holdings that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: about drinking. {41} On a cautionary note, however, our grant of slight latitude in this particular case should not be read as allowing broad officer discretion in questioning motorists or deviating from a supervisory plan or script. Close questions as to when the threshold of minimal discretion at DWI roadblocks is reached should be resolved in favor of privacy, not a broadening of discretion. Supervisors and field officers must exercise prudence and caution in DWI roadblock investigations. We neither fall on the side of a bright-line approach by which any deviation from a plan or script will render the roadblock unreasonable, nor on the side of incremental intrusion into privacy by deviating field officers. Compare Commonwealth v. Anderson, 406 Mass. 343, 547 N.E.2d 1134, 1138 (1989) (<HOLDING>), with Brouhard v. Lee, 125 F.3d 656, 660 (8th Options: A. holding mere deviation unconstitutional B. holding that the mere application for other benefits is not fault C. holding mere rumors inadmissible D. holding that mere expectancy is not property E. holding political discharges were unconstitutional

assistant: The best answer is A. holding mere deviation unconstitutional
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: definitions in the society of which the group is a part,” and that it is “discrete and [has] definable boundaries-it must not be amorphous, overbroad, diffuse, or subjective.” Id. at 214. Social distinction “exists where the relevant society perceives, considers, or recognizes the group as a distinct social group.” Id. at 217. “While the analysis of a particular social group claim is based on the evidence presented and is often a fact — specific inquiry, the ultimate determination whether a particular social group has been established is a question of law.” Id. at 209-10. Asylum seekers from Central and South American countries have long pressed for the recognition of particular social groups related to gangs and violence. . The agency has rejected these claims. See, e.g., id. at 221 (<HOLDING>); Matter of S-E-G-, 241. & N. Dec. 579, 586-88 Options: A. holding that former gang members do not comprise a particular social group B. holding that young men who resist gang recruitment do not constitute a particular social group and refusal to join a gang does not amount to a political opinion C. holding that government informants are not members of a particular social group D. holding that government material witnesses do not constitute a particular social group E. holding that former members of the mara 18 gang in el salvador who have renounced their gang membership does not constitute a particular social group because it lacks particularity because it is too diffuse as well as being too broad and subjective

assistant: The best answer is E. holding that former members of the mara 18 gang in el salvador who have renounced their gang membership does not constitute a particular social group because it lacks particularity because it is too diffuse as well as being too broad and subjective
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 of any change in the outstanding Shares of Common Stock by reason of any stock split, stock dividend or other non-recurring dividends or distributions, recapitalization, merger, consolidation, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or other similar corporate transaction that affects the Common Stock, an adjustment shall be made, as the Administrator deems necessary or appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustment may include an adjustment to the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject to outstanding Awards, the number and class of Shares issuable pursuant to Options, and the numerical limits in Sections 3 and 6(b) of the Plan. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

assistant: Adjustments