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: Schedule 5.22 accurately sets forth as of the Closing Date all insurance policies and programs currently in effect with respect to the respective properties and assets and business of the Borrower and its Domestic Subsidiaries, specifying, for each such policy and program, (i) the amount thereof, (ii) the risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the policy or other identification number thereof, (v) the expiration date thereof, (vi) the annual premium with respect thereto, and (vii) any reserves relating to any self-insurance program that is in effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Relevant Party is in compliance in all material respects with the requirements of all Laws applicable to it or to its properties, except in such instances in which (a) such requirement of Law is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All proceeds of the Loans and all Letters of Credit shall be used as provided in Section 7.5 . No part of the proceeds of any Loan or Letter of Credit will be used for the purpose of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying any such margin stock, in each case in violation of such Regulation U. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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: the error was harmless.” United States v. Zabielski, 711 F.3d 381, 389 (3d Cir.2013). Because we believe the District Court did not clearly err in finding that Waterman destroyed the hard drive on March 5, 2010, we need not determine whether the alleged error was harmless. Finally, in their briefs and at oral argument, Waterman and the Government also addressed the issue of whether timing is a relevant consideration for district courts applying the § 2J1.2(b)(2) enhancement. The Government contends that timing is irrelevant to the application of the enhancement, noting that courts have applied the enhancement to obstructive conduct that occurred well before the initiation of a potential judicial proceeding or investigation. See United States v. Amer, 110 F.3d 873, 885 (2d Cir.1997) (<HOLDING>). We are unconvinced by the Government’s Options: A. holding that the united states breach of the plea agreement releases the defendant from the appeal waiver B. holding that the constitutional rights in a termination proceeding are derived from the due process clause of the fourteenth amendment of the united states constitution and not the sixth amendment C. holding that the plaintiff must demonstrate that defendants contacts with the united states as a whole support the exercise of jurisdiction consistent with the constitution and laws of the united states D. holding that the substantial interference enhancement properly applied to a defendant convicted of abducting his children and removing them from the united states notwithstanding the absence of an ongoing proceeding at the time of the abduction E. holding that the fourteenth amendment which makes persons bom in the united states and subject to its jurisdiction citizens of the united states and requires that representatives be apportioned among the states based on population excluding indians not taxed did not make an indian a citizen of the united states

assistant: The best answer is D. holding that the substantial interference enhancement properly applied to a defendant convicted of abducting his children and removing them from the united states notwithstanding the absence of an ongoing proceeding at the time of the abduction
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: some reasons for rejection can include : ( a ) we are unable to supply you with the service , for example because that item is no longer available or because of an error in the price at the point of sale ; ( b ) you do not live in a country or region from which the services may be purchased ; or ( c ) you order more than the permitted maximum number of services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the Closing Date and after giving effect to the consummation of the transactions contemplated by this Agreement, each of the Parent and the Company will (i) have capital, cash flows and sources of working capital financing sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (ii) be able to pay its debts as they mature, and (iii) have assets (tangible and intangible) whose fair salable value exceeds its total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities).

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: all cases involving the conclusiveness of a judgment. It may be said that such privity involves a person so identified in interest with another that he represents the same legal right. See 30 Am.Jur. 954, Judgments § 227. In Indiana a privity is one who after rendition of the judgment has acquired an interest in the subject matter affected by the judgment. T.R. v. A.W., 470 N.E.2d 95 (Ind.App.1984). 4 . The Trustee’s action arises under 11 U.S.C. § 544(b) and his power as a hypothetical lien creditor and the representative of the estate. If the prior litigation has been brought in Federal Court, the Federal rule of res judicata would apply. See In the Matter of Energy Cooperative, Inc., 814 F.2d 1226 (7th Cir.1987). Compare Thibodeau v. Foremost Ins. Co., 605 F.Supp. 653 (N.D.Ind.1985) Options: A. recognizing that state law controls applicability of res judicata or collateral estoppel in nondiversity action where prior judgment involved issues of state law B. holding that a summary judgment is a determination on the merits for res judicata and collateral estoppel purposes C. holding that state law controls whether issues decided in a prior state court action are entitled to preclusive effect and setting forth the elements of collateral estoppel under washington law D. holding that res judicata and collateral estoppel apply to arbitration award E. holding that federal rules of res judicata and collateral estoppel determine preclusive effect of prior federal ftca judgments even though liability is based on state law

assistant: The best answer is A. recognizing that state law controls applicability of res judicata or collateral estoppel in nondiversity action where prior judgment involved issues of state 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 case excerpt and choose the best holding from the options. Case excerpt: 63 L.Ed.2d 639 (1980). The Supreme Court has stated: “[P]hysical entry of the home is the chief evil against which the wording of the Fourth Amendment is directed.” United States v. United States District Court, 407 U.S. 297, 313, 92 S.Ct. 2125, 32 L.Ed.2d 752 (1972). In United States v. Reeves the Tenth Circuit established that “[o]pening the door to one’s home is not voluntary if ordered to do so under color of authority.” 524 F.3d 1161, 1167 (10th Cir.2008). The Tenth Circuit has repeatedly held that absent exigent circumstances, any warrant-less seizure from officials acting under the color of authority may not seize a person inside their home, or effect a seizure by ordering a person inside a home to come to the door. See United States v. Maez, 872 F.2d 1444, 1446 (10th Cir.1989) (<HOLDING>); United States v. Flowers, 336 F.3d 1222, Options: A. holding that the suspect was effectively arrested when police surrounded his trailer with their weapons drawn and ordered him through a bullhorn to leave the trailer and drop to his knees B. holding that arrest immediately out side of defendants house violated fourth amendment C. holding that a seizure as a violation of the fourth amendment when police surrounded an individuals house for three hours planning an arrest and ordering the individual out of his home under drawn firearms believing he was a suspect in a bank robbery D. holding that no seizure occurred where officer approached the suspect at the bus stop mentioned that he was investigating a bank robbery asked the suspect what he was doing in the area and for his identification and otherwise gave no indication that the suspect was not free to leave or to refuse to respond to questioning E. holding police officers show of authority by announcing he was a police officer and ordering defendant to stop was an investigative seizure implicating fourth amendment protections

assistant: The best answer is C. holding that a seizure as a violation of the fourth amendment when police surrounded an individuals house for three hours planning an arrest and ordering the individual out of his home under drawn firearms believing he was a suspect in a bank robbery
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: Employee’s employment with Employer will terminate on the Termination Date. Employee will be paid her normal base salary through the Termination Date. Whether or not Employee signs this Agreement, Employee will additionally receive reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with the Employer’s policy prior to the termination date and her vested Employee Benefits, if any, under the employee benefit plans of the Company, and her accrued but unused vacation pay and paid time off, to the extent not previously paid to Employee (which Employer and Employee agree shall be deemed to be $10,750 for purposes hereof). Employee acknowledges that the payments made pursuant to this Section 1 will be in full satisfaction of all wages, benefits and other compensation owed to Employee for employment or service through the Termination Date. As of the Termination Date, Employee resigns all directorships and other positions she has or may have had with Employer or any of the other Released Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) issue a press release disclosing the material terms of the transactions contemplated hereby simultaneously with the execution and delivery hereof (the “ Press Release ”), and (b) by 5:30 p.m. (Pittsburgh, PA time) on the fourth (4 th ) Trading Day following the date hereof, file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and, except as may be required by law, neither the Company nor Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of Purchaser, or without the prior consent of Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Purchaser, or include the name of Purchaser in any filing with the Commission or any regulatory agency or any Trading Market, without the prior written consent of Purchaser, except (i) in the Press Release, (ii) the filing of this Agreement (including the signature pages hereto), the Prospectus Supplement, the Press Release and the Form 8-K with the Commission, and (iii) to the extent such disclosure is required by law or any Trading Market, in which case the Company shall provide Purchaser with prior notice of such disclosure permitted under this subclause (iii).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after the Executive’s employment, and at all times, so long as there is not a significant conflict with the Executive’s then employment, the Executive shall cooperate reasonably with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate reasonably with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out of pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section.

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 case excerpt and choose the best holding from the options. Case excerpt: and right arm, injuring herself. I The defendant first claims that the trial court improperly failed to instruct the jury that the plaintiff was required to prove that the defendant had actual or constructive notice of the specific defect and that the defendant also had sufficient time to remedy the defect. We disagree. In the present case, the plaintiff claimed that the defendant breached its duty of care when its employees created the dangerous condition that caused her injury. It is well established that a plaintiff does not have to prove that a defendant had actual or constructive notice of a dangerous condition when the plaintiff claims that the defendant’s employees created the condition. See Fuller v. First National Supermarkets, Inc., 38 Conn. App. 299, 300, 661 A.2d 110 (1995) (<HOLDING>); Holody v. First National Supermarkets, Inc., Options: A. holding that delay caused by or consented to by a defendant is not unreasonable B. holding that an owner or occupant of properly is not liable to pedestrians for injuries resulting from a fall caused by the natural accumulation of snow and ice on a sidewalk in front of the property C. holding supermarket employees caused plaintiffs injury by stacking cartons in dangerous manner D. holding that claim against hospital regarding patients fall caused by defective footboard on hospital bed constituted health care liability claim E. holding supermarket caused fall by leaving pricing stickers on floor

assistant: The best answer is E. holding supermarket caused fall by leaving pricing stickers on floor
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 acknowledges and agrees that ( i ) the covenants, obligations and agreements contained in this Agreement relate to special, unique and extraordinary matters, ( ii ) the Company and Parent are relying on such covenants in connection with entering into the Merger Agreement and ( iii ) a violation of any of the terms of such covenants, obligations or agreements will cause the Company and Parent irreparable injury for which adequate remedies are not available at law and for which monetary damages are not readily ascertainable. Therefore, each of the Stockholder, the Company and Parent agree that the parties hereunder shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond), in addition to remedies at law or in damages, as a court of competent jurisdiction may deem necessary or appropriate to restrain the Stockholder from committing any violation of such covenants, obligations or agreements, and shall not oppose the granting of such relief on the basis that the Company or Parent has an adequate remedy at law or in damages.

assistant: Specific Performance
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 and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

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 case excerpt and choose the best holding from the options. Case excerpt: the scenes look at all the cool kids, EXPN-style.” Most importantly, however, we observe that the page features slang phrases such as “[d]udes rollin’ deep” and “[kickin' it with much flavor,” neither of which is susceptible to a literal interpretation, and neither of which one would expect to hear uttered by anyone but a teenager or young adult. A reasonable viewer exposed to the main page would expect to find precisely that type of youthful, non-literal language on the rest of the site. Next, we examine the “specific context and content of the statements, analyzing the extent of figurative or hyperbolic language used and the reasonable expectations of the audience in that particular situation.” Underwager, 69 F.3d at 366. Again, the al.App.3d 543, 216 Cal.Rptr. 252, 257 (1985) (<HOLDING>). The “Green Carpet Gallery” pokes fun at many Options: A. holding as a matter of law that natural condition present was open and obvious to all who would encounter it B. holding that an obvious joke told during an obvious comedy performance was not defamatory as a matter of law C. holding that because of unsettled case law district courts error was not obvious and therefore not plain D. holding that an error is plain if it is clear or obvious E. holding danger was not so obvious to invitee as to relieve defendant of liability as a matter of law

assistant: The best answer is B. holding that an obvious joke told during an obvious comedy performance was not defamatory as a matter 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: Assignment or attempted assignment by Seller or Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of Administrative Agent, or the granting by Seller of any security interest, lien or other encumbrances on any Purchased Assets to any person other than Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CLC received was not reasonably equivalent to the value of the dividend, 740 ILCS 160(5)(b)(8) (2002); and (3) CLC was insolvent when the dividend was paid, 740 ILCS 160(5)(b)(9) (2002). The Trust contends fraud can be inferred from these three badges. But in fact only two of the badges are present. First, no reasonably equivalent value was given for the dividend. There is no “reasonably equivalent value” when the consideration for a transfer is either inadequate or nonexistent. Leibowitz v. Parkway Bank & Trust Co. (In re Image Worldwide, Ltd.), 139 F.3d 574, 577 (7th Cir.1998). The dividend here was a unilateral transfer of $30,748, and no evidence has been offered that anything was given in return. See Fisher v. Hamilton (In re Teknek, LLC), 343 B.R. 850, 861 (Bankr.N.D.Ill.2006) (<HOLDING>). Second, it is undisputed that CLC was Options: A. holding that dividend paid to llc members was not a transfer for reasonably equivalent value B. holding transfer of capital accounts from a limited partnership to a llc was valuable consideration for purposes of imposing state real estate transfer fee because the members received new rights and privileges C. holding that it is not a collusive transaction when valuable consideration is paid to transfer a debt to a bona fide purchaser even if the transfer was for the purpose of invoking diversity jurisdiction D. holding that transfer of property to llc involved no consideration for state conveyance tax purposes because it was a unilateral act and not the result of a bargainedfor exchange E. holding transfer of legal title to property as a capital contribution to llc was in exchange for valuable consideration and constituted a sale of the property

assistant: The best answer is A. holding that dividend paid to llc members was not a transfer for reasonably equivalent value
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will have the right to assign and/or transfer this Agreement to its affiliates, successors and assigns. The Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ the Executive may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY TEXAS STATE OR FEDERAL COURT SITTING IN THE COUNTY OF TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MUST BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT, OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. TO THE EXTENT PERMITTED BY LAW, EACH PARTY ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES (CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID) OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SET FORTH BELOW. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

assistant: Headings
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 provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, including Section 198 (1‑a) of the New York Labor Law. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement. The parties intend that this Agreement shall comply with Section 409A to the extent any payments hereunder are subject to Section 409A. This Agreement supersedes all prior negotiations and understandings of any kind with respect to the subject matter hereof and shall supersede your existing severance agreement executed August, 2007.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term (“ Term ”) of the Company commenced on Effective Date, the date of the filing of the Certificate of Formation of the Company pursuant to the Delaware Act, and shall continue in perpetuity, unless terminated as hereinafter provided.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: him or to conduct a timely hearing on probable cause. Six days later, on January 17, 2007, Hill was formally charged on counts relating to possession of marijuana, cocaine, and drug paraphernalia. In light of this procedural history (i.e., the filing of state charges before any proceedings of substance on the merits of Hill’s § 2241 petition had taken place in federal court), a magistrate judge issued an exhaustive and well-stated Report and Recommendation recommending the district court abstain from hearing Hill’s § 2241 petition pursuant to Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971). The district court adopted the Report and Recommendation and dismissed Hill’s § 2241 habeas petition without prejudice. See Morrow v. Winslow, 94 F.3d 1386, 1398 (10th Cir.1996) (<HOLDING>). To be entitled to a COA, Hill must make “a Options: A. holding that the district court should have quashed an indictment without requiring the target to show prejudice because the district attorney improperly exercised control over the selection and excusal of grand jurors and the defendant brought this to the attention of the district court before trial B. holding district court should have abstained pursuant to younger and thus remanding to district court to dismiss without prejudice C. holding that a district court has discretion to dismiss claims with prejudice because of a plaintiffs various procedural violations D. holding that claims were procedurally barred through improper exhaustion and remanding for the district court to dismiss on the merits or apply cause and prejudice analysis E. holding that the district court did not have jurisdiction and remanding the matter to state court

assistant: The best answer is B. holding district court should have abstained pursuant to younger and thus remanding to district court to dismiss without prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the written reports, financial statements, certificates or other written information (other than (a) projections and other forward looking information and (b) information of a general economic or industry-specific nature) furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: crime.” Id. It is clear that Seesing understood the “carry” component, as he admitted having the weapon on his person. See United States v. Lopez, 100 F.3d 98, 101 (9th Cir.1996) (“[I]n order to convict a defendant under section 924(c) for ‘carrying’ a firearm ‘the defendant must have transported the firearm on or about his or her person.’ ” (quoting United States v. Hernandez, 80 F.3d 1253, 1258 (9th Cir.1996))). As for the second component, the district court erred in failing to state an element of the crime. As noted, the court asked Seesing, “[D]id you carry or use a firearm during drug trafficking?” The court left out the requirement that the use or carrying must be during “and in relation to” the drug trafficking. See United States v. Mendoza, 11 F.3d 126, 128-29 (9th Cir.1993) (<HOLDING>). Accordingly, the requirements of Rule Options: A. holding that the us supreme courts interpretation of 18 usc 924c in an earlier case was not an expression of a new rule because the court merely interpreted a substantive criminal statute using rules of statutory construction B. holding that second or subsequent in 18 usc 924c convey different meanings C. holding that 18 usc 1919 did not implicitly repeal 18 usc 1001 D. holding for the purposes of 18 usc 924e that being a felon in possession of a firearm is not a violent felony as defined in 18 usc 924e2b E. holding that in relation to is an element of 18 usc 924c

assistant: The best answer is E. holding that in relation to is an element of 18 usc 924c
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Meetings of the Partners may be called only by the General Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting; provided that a Partner’s attendance at any meeting of Partners shall be deemed a waiver of the foregoing notice requirement with respect to such Partner (except where such attendance is to object to the holding of such meeting). Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.A above. Except as otherwise expressly provided in this Agreement, the Consent of holders of a Majority in Interest shall control.

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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Purchasers are duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization and have the requisite power and authority to own, lease and operate their respective properties and to carry on their businesses as now conducted.

assistant: Organizations
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 deed, as in Hanson. In other words, in the state’s view, an acquisition of access to a public highway is simply a way by which the state regulates public highways, and results in a compensable taking only if it results in a total loss of economic value and viable use of the property. Respectfully, the state’s argument confuses the state’s power of eminent domain, through which the state acquires a property owner’s interest, with the state’s regulatory power, through which the state regulates highways for the public safety. In the regulatory context, it is well established that no compensation is due when the government undertakes to regulate an abutting property owner’s access, unless the owner’s loss of use of the property is virtually total. See, e.g., Schrunk, 242 Or at 68-70 (<HOLDING>); Barrett et al. v. Union Bridge Co., 117 Or Options: A. holding that a breach of contract action by the department of health for the commonwealth of puerto rico did not qualify as an exercise of police or regulatory power even if related to the departments general regulatory power B. holding in declaratory judgment proceeding that citys denial of property owners application for access to parking lot from street designated as 24hour bus loading zone was a reasonable exercise of regulatory power and not a taking C. holding that denial of access to carbon paper and reproduction equipment and denial of facetoface access to other inmates did not deprive an inmate of his right of access to the courts D. holding that inverse condemnation claim challenging as a regulatory taking the states placement of a guard rail that blocked former access was not ripe for adjudication where owners had failed to apply for permit for alternative approach and it therefore was not possible to assess whether a taking had occurred as a result of a deprivation of all reasonable access E. holding in an inverse condemnation case that the abutting landowners right of direct access was subservient to the city of portlands proper exercise of its governmental powers for purposes of public safety and convenience and that the elimination of access from the landowners property to the affected street did not constitute a taking

assistant: The best answer is B. holding in declaratory judgment proceeding that citys denial of property owners application for access to parking lot from street designated as 24hour bus loading zone was a reasonable exercise of regulatory power and not a taking
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court, the jury’s factual finding that defendant’s actions were consistent with his police training (and that he believed them to be consistent) indicates that those actions would not be found “clearly unlawful.” Saucier, 533 U.S. at 202, 121 S.Ct. 2151. Accordingly, the District Court judgment is affirmed. Plaintiff also appeals from the District Court’s May 11, 2001 order granting summary judgment dismissing his claim of malicious prosecution. Regardless of the merits of the District Court’s approach to this question, a jury has now determined that defendant had probable cause to arrest plaintiff, and that finding negates one element necessary for success on a malicious prosecution claim. See, e.g., Medforms, Inc. v. Healthcare Mgmt. Solutions, Inc., 290 F.3d 98, 115 (2d Cir.2002) (<HOLDING>). We reject plaintiffs remaining contentions Options: A. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed B. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed C. holding that where the meaning of the jurys verdict was not clear in light of the trial courts jury instructions the court of appeals erred in directing entry of judgment for respondent the case should have been remanded to the trial judge who was in the best position to pass upon the question of a new trial in light of the evidence his charge to the jury and the jurys verdict D. holding that a motion denying summary judgment will not be reviewed on appeal from a jury verdict where sufficient evidence supports the jurys verdict E. holding that question regarding district courts decision on summary judgment was moot in light of jury verdict negating another element of the claim

assistant: The best answer is E. holding that question regarding district courts decision on summary judgment was moot in light of jury verdict negating another element of the claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Restatement Effective Date. As of the Restatement Effective Date, all premiums in respect of such insurance have been paid. The Borrower maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

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: negated any voluntary intoxication defense that trial counsel could have presented on Reaves’ behalf on retrial. See Pace v. State, 854 So.2d 167, 177 (Fla.2003) (finding counsel’s rejection of an intoxication defense was not deficient performance where Pace’s confession “indicated a clear recollection of the facts of the offense and involved deliberate behavior”); Davis v. State, 875 So.2d 359, 367 (Fla.2003) (finding competent, substantive evidence supported trial court’s determination that counsel made an informed, strategic decision not to pursue an intoxication defense where defendant gave detailed confessions as to the circumstances of the crime that “substantially undermined the viability of a voluntary intoxication defense”); Damren v. State, 838 So.2d 512, 517-18 (Fla.2003) (<HOLDING>). Furthermore, Hinton, the first person to see Options: A. holding counsels strategic decision not to present a voluntary intoxication defense did not constitute ineffective assistance of counsel where counsel determined the murder was not committed while floyd was under the influence of cocaine B. holding that failure to object to admissible evidence was not ineffective assistance of counsel C. holding that defense counsels decision not to call defendant to the stand despite defendants repeatedly expressed desire to testify on his own behalf was not ineffective assistance of counsel but was a reasonable tactical decision by counsel not to subject defendant to all of the risk attendant on crossexamination D. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel E. holding that defense counsels failure to present voluntary intoxication as a defense in a capitalmurder prosecution was not beyond the range of reasonable professional judgment and thus did not amount to ineffective assistance in view of inconsistency of intoxication defense with deliberateness of the defendants actions during the shootings

assistant: The best answer is A. holding counsels strategic decision not to present a voluntary intoxication defense did not constitute ineffective assistance of counsel where counsel determined the murder was not committed while floyd was under the influence of cocaine