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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: information and notice “as required” by “this subtitle” and various sections therein. CP 2010 § ll-721(a). Clearly then, if appellant is not “required” to register under MSORA, he cannot be convicted of failing to register under CP 2010 § 11-721. Notably, when the Fourth Circuit reviewed the federal Sex Offender Registration and Notification Act (“SORNA”), it also concluded that a registration requirement was an element of the failure-to-register offense. See United States v. Gould, 568 F.3d 459, 470 (4th Cir.2009) (“As noted above, the elements of a SORNA failure to register offense ... are that the defendant (1) was required to register....”), cert. denied, 559 U.S. 974, 130 S.Ct. 1686, 176 L.Ed.2d 186 (2010); see also State v. Abshire, 363 N.C. 322, 677 S.E.2d 444, 449 (2009) (<HOLDING>). We acknowledge that the basis for removing Options: A. holding that the defendant could not be charged with bail jumping for failing to pay a fine and emphasizing that an essential element of the crime of failure to appear was that the defendants personal appearance was actually required in a criminal proceeding B. holding that it is clearly settled that where there is a failure to establish an essential element of the defamation cause of action the case becomes one of law for the court C. holding that one essential element of the crime of failing to notify the appropriate sheriff of a sex offenders change of address is that the defendant is a person required to register D. holding that the specific intent to deprive the owner permanently of his property is an essential element of the crime of larceny E. holding that failure to identify the defendant in the information is an omission of an essential element because the primary purpose of the charging document is to inform the defendant of the nature of the accusations brought against him

assistant: The best answer is C. holding that one essential element of the crime of failing to notify the appropriate sheriff of a sex offenders change of address is that the defendant is a person required to register
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 439 U.S. 30 99 S.Ct. 556 58 L.Ed.2d 267 UNITED STATES, plaintiff,v.State of CALIFORNIA No. 5 Supreme Court of the United States November 27, 1978 1 On Motion for Entry of a Third Supplemental Decree. THIRD SUPPLEMENTAL DECREE 2 To carry into effect this Court's decision of May 15, 1978, 436 U.S. 32, 98 S.Ct. 1662, 56 L.Ed.2d 94, and for the purpose of identifying with greater particularity parts of the boundary line, as defined by the Supplemental Decree herein of January 31, 1966, 382 U.S. 448, 86 S.Ct. 607, 15 L.Ed.2d 517, and by the Second Supplemental Decree herein of June 13, 1977, 432 U.S. 40, 97 S.Ct. 2915, 53 L.Ed.2d 94, between the submerged lands of the United States and the submerged lands of the State of California, it is ORDERED, ADJUDGED, AND DECREED that this Court's Supplemental Decree be, and the same is hereby, further supplemented as follows: 3 1. The United States has no right, title, or interest by virtue of the claim-of-right exception of § 5 of the Submerged Lands Act, 67 Stat. 32, 43 U.S.C. § 1313, in the tidelands (that is, lands lying between the lines of mean high water and mean lower low water) and submerged lands (that is, lands lying seaward of the line of mean lower low water) within the Channel Islands National Monument, as said Monument was established by Presidential Proclamation No. 2281, 52 Stat. 1541 (Apr. 26, 1938), and enlarged by Presidential Proclamation No. 2825, 63 Stat. 1258 (Feb. 9, 1949), to encompass "the areas within one nautical mile of the shoreline of Anacapa and Santa Barbara Islands . . . ." In all other respects, the terms of the Supplemental Decree and of the Second Supplemental Decree apply fully to the tidelands and submerged lands within the Channel Islands National Monument. 4 2. The land area above the mean high-water line of Anacapa and Santa Barbara Islands, and the land area above the mean high-water line of all islets and rocks within one nautical (geographical) mile of the coastline of Anacapa and Santa Barbara Islands are lands as to which the State of California has no title or property interest. 5 3. The Court retains jurisdiction to entertain such further proceedings, enter such orders, and issue such writs as from time to time may be deemed necessary or advisable to give proper force and effect to this decree and the prior decrees of this Court or to effectuate the rights of the parties in the premises. 6 Mr. Justice MARSHALL took no part in the formulation of this decree.

assistant: 10
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: skype reserves the right to charge you for such products ( at the normal rate ) in the event that skype determines ( in its reasonable discretion ) that you are abusing the terms of the offer , including if you are using any service , proxy or other devices or anonymous ip address that prevents us from locating you .

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 legal provision and list the applicable contract clause categories. Provision: Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

assistant: No Defaults
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 contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (with the exception of the Relocation Expense Reimbursement Agreement and the Offer of Employment Letter dated April 2, 2019) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee's consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

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: This Guaranty shall be treated as confidential and is being provided to the Beneficiary on behalf of the Selling Parties solely in connection with the Transactions. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document, except (i) with the prior written consent of the Guarantor or (ii) as may be required by applicable Law, court process or stock exchange rules; provided that, to the extent permissible (under Law, court process or stock exchange rules) and reasonably practicable, the Guarantor is given prompt written notice of any such requirement so that it may seek a protective order or other remedy. Notwithstanding the foregoing, this Guaranty may be provided by the Beneficiary to its advisors, strictly for informational purposes, who have been directed by the Beneficiary to treat this Guaranty as confidential in accordance with this Section 6(c).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To 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 case excerpt and choose the best holding from the options. Case excerpt: rights, flouts the plain language of the felony harassment statute, and risks undermining attempts to achieve the trust necessary to address juvenile mental health issues. It also opens the floodgates to prosecutions for harsh language that the speaker did not intend to be frightening in other areas, like the political context. For all of these reasons, I respectfully dissent. 12 The parties and the majority also cite State v. Williams, 144 Wn.2d 197, 207-08, 26 P.3d 890 (2001), as the source of our “objective” test for knowing threats (i.e., threats that are constitutionally proscribable and covered by our felony harassment statute). Majority at 893-94. But I note that Williams quoted the objective standard only in dicta because it was not at issue in that case. 144 Wn.2d at 203-11 (<HOLDING>). 13 J.M., 144 Wn.2d at 476-82. 14 Kilburn, 151 Options: A. holding factor b is not unconstitutionally vague B. holding that felony harassment statute was unconstitutionally vague and overbroad because it proscribed threats to harm a persons mental health but did not define that term C. holding 241 not vague or overbroad D. holding that washingtons harassment statute was unconstitutionally overbroad because it covered constitutionally protected speech E. holding 3631 not vague or overbroad

assistant: The best answer is B. holding that felony harassment statute was unconstitutionally vague and overbroad because it proscribed threats to harm a persons mental health but did not define that term
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. The provisions of Sections 10.14 and 10.15 shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of Holdings and the Borrower shall, and shall cause each Restricted Subsidiary to, comply with all Requirements of Law with respect to it or its property, such that no failure so to comply, individually or in the aggregate, would 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: Each Credit Party has (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements to which it is party and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Credit Parties. Subject to Section 8.06, the Administrative Agent has been named as an additional insured in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance.

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: to enforce 42 U.S.C. § 1396a(a)(30)(A) under 42 U.S.C. § 1983. (Def.'s Opp’n at 7-8.) This is not an argument about standing but about the merits of the providers’ legal theory- 11 . See Pub.L. 103-382 (42 U.S.C. § 1320a-2); Pub.L. 103-432 (42 U.S.C. § 1320a-10). 12 . The Supreme Court did not consider the effect of this statute in Blessing, which dealt with Title IV-D of the Social Security Act. Blessing, 520 U.S. at 332, 117 S.Ct. 1353. 13 . The court respectfully notes that Congress would give greater assistance to the courts, and retain its proper authority over an important policy overnment in litigation, a state should not ordinarily be subjected to nonmutual offensive issue preclusion. See United States v. Mendoza, 464 U.S. 154, 162-63, 104 S.Ct. 568, 78 L.Ed.2d 379 (1984) (<HOLDING>); Hercules Carriers, Inc. v. Claimant Fla., 768 Options: A. holding that the doctrine of issue preclusion applies in removal proceedings B. holding the fourteenth amendment does not apply to the actions of the federal government C. holding that nonmutual offensive issue preclusion does not apply against federal government D. holding that preclusion rules apply in 1983 actions E. holding that preclusion rules apply in section 1983 actions

assistant: The best answer is C. holding that nonmutual offensive issue preclusion does not apply against federal government
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.

assistant: Consent To 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: The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this Agreement, (b) repayment of Indebtedness, (c) making Investments permitted by §8.3, and (d) general corporate and working capital purposes.

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 legal provision and list the applicable contract clause categories. Provision: This Option Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Option Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Option Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

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 holders of shares of Series B Preferred Stock are entitled to the same rights as the holders of Common Stock with respect to rights to receive notices, reports and audited accounts from the Company and with respect to attending stockholder meetings.

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: to Esparza’s claims for disparate pay, hostile work environment, and retaliation, we conclude the trial court did not err in granting UTEP’s plea to the jurisdiction. Accordingly,, we affirm the trial court’s dismissal of Esparza’s claims for disparate pay, hostile work environment, and retaliation. 1 . 1 Because TCHRA was enacted in part to "provide for the execution of the policies of Title VII of the Civil Rights Act of 1964 and its subsequent amendments,” we look to relevant federal law for guidance when the relevant provisions of Tide VII are analogous. See Tex. Lab. Code Ann. § 21.001(1); San Antonio Water Sys., 461 S.W.3d at 136-37; Auto-Zone, Inc. v. Reyes, 272 S.W.3d 588, 592 (Tex. 2008) (per curiam). 2 . See, e.g., Breaux v. City of Garland, 205 F.3d 150, 158 (5th Cir.2000) (<HOLDING>); Singletary v. Mo. Dep’t of Corr., 423 F.3d Options: A. holding a police officer suffered no adverse employment action where he was temporarily placed on paid administrative leave B. holding that employee does not suffer adverse employment action when placed on paid administrative leave pending investigation and citing cases C. holding that suspension with pay was not adverse employment action D. holding that the plaintiffs placement on paid administrative leave constituted an adverse action for purposes of a first amendment retaliation claim E. holding that termination is an adverse employment action

assistant: The best answer is A. holding a police officer suffered no adverse employment action where he was temporarily placed on paid administrative leave
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 Insureds paid their own defense counsel millions of dollars in attorneys’ fees prior to August 29, 2001, two years before the date on which the Insureds filed this suit. Despite the Insureds’ requests for reimbursement, Lexington reimbursed the Insureds less than $330,000 of their defense costs, and did not make any reimbursement payments until 1999. Because Lexington denied coverage and the Insureds allegedly incurred millions of dollars in damages, sufficient facts existed for the Insureds to seek a judicial remedy based on their claims for negligence and negligent-misrepresentation and their claims for violations of article 21.21 of the Texas Insurance Code. See Abe’s Colony Club, Inc. v. C & W Underwriters, Inc., 852 S.W.2d 86, 90-91 (Tex.App.-Fort Worth 1993, writ denied) (<HOLDING>). Therefore, the Insureds’ second sub-issue Options: A. holding that cases in which only issue was liability above the policy limits were not on point in case in which insured sought damages for expenses it incurred in defending thirdparty claims and that such damages constitute legal injury resulting in accrual of claim and starting of limitations B. holding that damages based on the abstract value or importance of constitutional rights are not a permissible element of compensatory damages in such cases C. holding an order of default was not final where it resolved only the question of liability and the case was continued for proof on the issue of damages D. holding that insured may recover legal fees incurred in defending itself in a declaratory judgment action brought by insurer but not for those incurred in prosecuting cross claims and counterclaims against insurers E. holding that although some breach of contract damages were calculable specific damages for which grogan sought injunctive relief were intangibles incapable of being measured by damages

assistant: The best answer is A. holding that cases in which only issue was liability above the policy limits were not on point in case in which insured sought damages for expenses it incurred in defending thirdparty claims and that such damages constitute legal injury resulting in accrual of claim and starting of limitations
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: only $78.52 per week if he is required to meet his obligations, both parties will be working within restricted budgets. Deborah, who earns approximately $16,944 per year, will be the primary care provider of the children and will have to find a new home. Furthermore, Samuel’s unwillingness to take the steps necessary to sell or mortgage the marital home in order to pay Deborah her share of its value does not show that he is unable to pay. In fight of the significant disparity in the parties’ incomes, the essentially equal division of the marital property, and Samuel’s ability, though limited, to pay the awards, the financial obligations of the divorce judgment as a whole and the award of spousal support in particular are not plainly and unmistakably unjust. Cf. Beattie, 650 A.2d at 953 (<HOLDING>); Jacobs v. Jacobs, 507 A.2d 596, 600-01 Options: A. holding that the trial court exceeded its discretion because its judgment created financial obligations for the husband that after deducting the wifes periodicalimony award from the husbands net income exceeded his remaining income B. holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted C. holding that combined obligation of 3200 that exceeded husbands monthly income of 2525 is unjust in fight of the parties similar earning capacities D. holding that the trial court abused its discretion in ordering temporary alimony that exceeded the husbands ability to pay E. holding that the statement of current monthly income was the presumptive amount of projected disposable income but presumption could be rebutted by the debt or upon a showing of substantial change of circumstances

assistant: The best answer is C. holding that combined obligation of 3200 that exceeded husbands monthly income of 2525 is unjust in fight of the parties similar earning capacities
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party,

assistant: Yes
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 Borrower will use the proceeds of any initial Revolving Borrowing to consummate the Closing Date Refinancing and the other Related Transactions and to pay transaction costs and expenses arising in connection herewith, and, after the Closing Date, will use the proceeds of the Revolving Loans for working capital, capital expenditures, dividends, distributions and Permitted Acquisitions not prohibited by this Agreement, for other general corporate purposes of the Borrower and its Subsidiaries and for any other purpose not prohibited by this Agreement. The Borrower will use the proceeds of any Term Loans for the purposes set forth in any Incremental Commitment Joinder or Refinancing Amendment. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U or Regulation X. All Letters of Credit will be used for general corporate purposes.

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: employee). Because independent contractors are customarily paid for their work, the requirement of a contract of hire is seldom an issue and the primary focus is usually on the employer’s right to control the worker. See, e.g., Vance Int’l, 191 Ariz. at 100-01, ¶¶ 9-11, 952 P.2d at 338-39; Anton, 141 Ariz. at 574, 688 P.2d at 200 (focusing on “right to control” in determining that injured claimant was an employee rather than an independent contractor). ¶ 14 When determining whether a claimant is an employee or a volunteer, however, the inquiry will generally focus less on the right to control and more on the presence or absence of a contract of hire. See Mitchell H. Rubinstein, Our Nation’s Forgotten Workers: the Unprotected Volunteers, 9 U. Pa. J. Lab. & Emp. L. 147, 173 n. 131 (2006) (<HOLDING>). The distinction between an employee and a Options: A. holding that probation department employees are not county employees B. recognizing that the right to control test used for distinguishing independent contractors from employees is not particularly helpful in distinguishing volunteers from employees C. holding that classification of claims or interests must be reasonable and recognizing reasonableness of distinguishing trade creditors claims D. holding that the copyright act distinguishes between employees and independent contractors for copyright possession E. holding that a defendants right to an independent blood alcohol test means the right to a test that is not subject to government manipulation

assistant: The best answer is B. recognizing that the right to control test used for distinguishing independent contractors from employees is not particularly helpful in distinguishing volunteers from employees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2017 and 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory projections through fiscal year 2023.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto shall execute and deliver such further instruments, documents and agreements and do such further acts and things as may be useful or required to carry out the purpose and intent of this Agreement and which are not inconsistent with the provisions hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: before the IJ with counsel, admitted the factual allegations contained in the NTA, and conceded removability. 2 . The petitioners do not raise any challenge in their brief to the BIA’s denial of protection under the CAT and have thus abandoned this claim. See Sepulveda v. United States Att’y Gen., 401 F.3d 1226, 1228 n. 2 (11th Cir.2005) (per curiam) ("When an appellant fails to offer argument on an issue, that issue is abandoned.”). 3 . Alvarez also filed an application for asylum, relying exclusively on the claims raised in Varan's application. 4 . Because the IJ found Varan to be credible, we accept the facts set forth in his asylum application and testimony as true for purposes of evaluating his asylum claim. See Niftaliev v. U.S. Atty. Gen., 504 F.3d 1211, 1216 (11th Cir.2007) (<HOLDING>). 5 . A “Molotov cocktail” is a small home-made Options: A. holding that contrary determination must be compelled to reverse the ij B. holding that where the ij finds the petitioner to be credible his testimony must be accepted C. holding that an ij made an explicit credibility when the ij found testimony not credible based on several enumerated inconsistencies D. holding the question of whether an accomplice is credible and the weight to be given to the testimony are issues for the jury to determine E. holding substantial evidence supported the denial of cat relief where the petitioners cat claim was based on the same testimony the ij found not credible and the petitioner pointed to no other evidence that the ij should have considered

assistant: The best answer is B. holding that where the ij finds the petitioner to be credible his testimony must be accepted
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: determines whether the debtor has a valid ownership interest in the property. Once the foreign debtor establishes an interest in the property, the law of the jurisdiction where the foreign proceeding is pending determines whether such interest becomes property of the bankrupt estate. See Koreag, Controle et Revision S.A. v. Refco F/X Assocs., Inc. (In re Koreag), 961 F.2d 341, 348 (2d Cir.1992). 19 . Castleberry v. Branscum, 721 S.W.2d 270, 272 (Tex.1986). 20 . Old Republic Ins. Co. v. Ex-Im Services Corp., 920 S.W.2d 393, 395-96 (Tex.Ct.App.1996). 21 . Piercing the corporate veil in “reverse” has been recognized in many jurisdictions as an equitable doctrine used to prevent injustice by corporate principals. See e.g. Stoebner v. Lingenfelter, 115 F.3d 576, 580 n. 4 (8th Cir.1997) (<HOLDING>); Scholes v. Lehmann, 56 F.3d 750, 758 (7th Options: A. recognizing reverse piercing when other shareholders and creditors are not adversely affected B. holding a shareholders cause of action accrued for statute of limitations purposes when shareholders and directors of a company asserted a right to stock which was hostile to the plaintiffs claim to the stock C. holding that derivative actions do not require the support of a majority of shareholders or even all of the minority shareholders D. holding that even where no attorneyclient relationship exists between a shareholder and the corporate attorney this does not necessarily mean that the law firm had no fiduciary duty to the shareholder and observing that instances in which the corporation attorneys stand in a fiduciary relationship to individual shareholders are obviously more likely to arise where the number of shareholders is small in such cases it is not really a matter of the courts piercing the corporate entity E. recognizing that when a corporation is insolvent the trust fund doctrine fundamentally alters the relationship between a corporation its shareholders and its creditors and that corporate or shareholder ratification does not apply to creditors who would be prejudiced thereby

assistant: The best answer is A. recognizing reverse piercing when other shareholders and creditors are not adversely affected
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: district court did not err by enhancing Kelly’s sentence for obstruction of justice pursuant to U.S.S.G. § 3C1.1. The district court heard testimony that several shipping labels for packages sent in the conspiracy were not found in the post office where Kelly worked, even though corresponding labels for those packages were found in another post office. Kelly also told a co-conspirator he destroyed shipping labels, and Kelly confirmed this statement when questioned by a postal inspector. Substantial evidence therefore supported the conclusion Kelly destroyed shipping labels after he knew about the postal investigation, and the district court did not clearly err in concluding an obstruction of justice enhancement was warranted. See United States v. Doe, 661 F.3d 550, 566 (11th Cir.2011) (<HOLDING>). The district court did not err in denying a Options: A. holding that a district court may not impose a sentencing enhancement based on conduct of which the jury acquitted the defendant B. holding that the district court erred in imposing an enhancement under the 5k20 departure provision where an enhancement under the separate guidelines provision for restraining a victim during the course of an offense would have been appropriate C. holding that although the investigation of the traffic offense that served as the basis for the stop was complete when the officer issued the citation the officers continued detention of the appellant thereafter for a canine search was lawful because during the investigation of the traffic offense the officer had developed a reasonable suspicion that the appellant had committed a drugrelated offense D. holding that the actual innocence exception applies to a sentencing enhancement in a noncapital sentence E. holding enhancement applies when the obstructive conduct occurred during the course of the investigation prosecution or sentencing of the offense quotation omitted

assistant: The best answer is E. holding enhancement applies when the obstructive conduct occurred during the course of the investigation prosecution or sentencing of the offense quotation omitted
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: a violation of its protections. We are not persuaded. Mikeska allegedly suffers from a stomach ulcer. There is no suggestion, however, that prison officials knowingly assigned him to a work detail which they knew would aggravate his ailment. Jackson v. Cain, 864 F.2d at 1246 (When the type or work to which the convict is assigned admittedly worsens a pathological condition, the work must be deemed cruel and unusual punishment if it was assigned with knowledge of the medical condition and that the condition would be worsened thereby, or if the work was continued with the same knowledge.). Moreover, a review of the TDCJ medical records shows that Mikeska received adequate medical attention for his stomach problem. See Estelle v. Gamble, 429 U.S. 97, 97 S.Ct. 285, 50 L.Ed.2d 251 (1976) (<HOLDING>). Finally, Diez contends that forcing inmates Options: A. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation B. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs C. holding that in order to state a violation of the eighth amendment an inmate must demonstrate that prison officials showed deliberate indifference to serious medical needs D. holding that a sentence of incarceration would constitute deliberate indifference to defendants medical needs E. holding that deliberate indifference to prisoners medical needs is cruel and unusual punishment

assistant: The best answer is B. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs
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 opportunity to pursue employment and therefore found the county’s ability to restrict employment to be nearly unfettered. Having concluded that the opportunity to pursue employment is a fundamental right as a necessary incident to the fundamental right to pursue life’s basic necessities, we must next determine the level of scrutiny to apply to the infringement of that right. In determining what level of scrutiny to apply to legislation or to a rule in question, we first determine what rights are involved. Eastman v. Atlantic Richfield Co. (1989), 237 Mont. 332, 337, 777 P.2d 862, 865. “The extent to which the Court’s scrutiny is heightened depends both on the nature of the interest and the degree to which it is infringed.” Memorial Hospital, 415 U.S. at 254-56, 94 S.Ct. at 1080-81 (<HOLDING>); Laurence H. Tribe, American Constitutional Options: A. recognizing that the interstate nexus requirement is satisfied by proof of a probable or potential impact on interstate commerce B. holding after lopez that the interstate nexus element of the hobbs act still requires the government to show only a minimal connection to interstate commerce C. holding that a classification unconstitutionally penalized persons who exercised their right to interstate migration D. holding that the fourteenth amendment does not secure to persons the right to prevent disclosure of their arrest E. holding that states are persons but conceding that this change was not envisioned as broadening the class of persons who could be held liable under the act

assistant: The best answer is C. holding that a classification unconstitutionally penalized persons who exercised their right to interstate migration
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 employer can support implied contract claim); 30 C.J.S. Employer-Employee § 24b (1992) (describing employment contract as “not only what is expressly stated, but also what is necessarily implied from the nature of the relationship created”). Implied contract terms generally are considered as binding as express contract terms. See Wanaque Borough Sewerage Auth., supra, 144 N.J. at 574, 677 A.2d 747 (“[C]ontracts implied in fact are no different than express contracts.”); Restatement (Second) of Contracts § 19 emt. a (1981) (“[Tjhere is no distinction in the effect of the promise whether it is expressed in writing, or orally, or in acts, or partly in one of these ways and partly in others.”). But see Jackson v. Georgia-Pacific Corp., 296 N.J.Super. 1, 15, 685 A.2d 1329 (App.Div.1996) (<HOLDING>), certif. denied, 149 N.J. 141, 693 A.2d 110 Options: A. holding that employee guidebook did not create an implied employment contract as it contained a clearlystated boldfaced disclaimer and statement that employment was atwill B. holding inconspicuous written disclaimer to be unenforceable absent actual knowledge of the disclaimer C. holding that there can be no implied contractual term at variance with an express term of a contract D. holding that employment manuals express disclaimer superseded alleged implied contractual term E. holding that a disclaimer stating this particular code or policy handbook is not an expressed or implied contract of employment and does not create any contractual rights of any kind between employer and its employees was clear enough that a

assistant: The best answer is D. holding that employment manuals express disclaimer superseded alleged implied contractual term
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: upload , post , email , transmit or otherwise make available any content that infringes any patent , trademark , trade secret , copyright or other proprietary rights ( `` rights '' ) of any party ;

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: As Judge Newman stated four years ago, "[w]e have neither the authority nor the inclination to retreat from that ruling.” Id. 11 . "Extra judicial killing” is defined ás "a deliberated killing” not authorized by the judgment of a court "affording all the judicial guarantees which are recognized as indispensable by civilized peoples.” 28 U.S.C. § 1350 App. In this opinion, we J., concurring) (suggesting that, while international law triggers jurisdiction under ATCA, tort laws of forum state might provide substantive causes of action), and In re Estate of Ferdinand Marcos, 978 F.2d at 503 (9th Cir.1992) (approving district court procedure that based jurisdiction on international law but applied tort law of slate where underlying events occurred); see also Filarti-ga, 630 F.2d at 889 (<HOLDING>). Because our decision regarding the forum non Options: A. holding that atca establishes cause of action for violations of international law but requiring the district court to perform a traditional choiceoflaw analysis to determine whether international law law of forum state or law of state where events occurred should provide substantive law in such an action B. holding that international law provides substantive law for atca cases C. holding that in cases of a false conflict of law a court may apply the law of the forum state D. holding that in a diversity action a federal court must apply the law of the forum state E. holding that federal courts presiding over causes of action created by state law should apply state substantive law but federal procedural law

assistant: The best answer is A. holding that atca establishes cause of action for violations of international law but requiring the district court to perform a traditional choiceoflaw analysis to determine whether international law law of forum state or law of state where events occurred should provide substantive law in such an action
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: Pilot for these alleged overtime violations by bringing this “collective action” under the FLSA. See 29 U.S.C. § 216(b). A collective action allows Taylor to proceed against Pilot with other employees who are “similarly situated” to her. See id. In that a collective action lets Taylor represent a larger group with similar claims, it somewhat resembles a class action under Rule 23 of the Federal Rules of Civil Procedure. Class actions and collective actions differ, however, in at least two ways important here. First, whereas Rule 23 creates a regime where class members are either bound by the litigation or must opt out of a suit to avoid becoming parties bound by any judgment, the FLSA requires employees to opt in to the action. Compare Fidel v. Farley, 534 F.3d 508, 513 (6th Cir. 2008) (<HOLDING>) with 29 U.S.C. § 216(b). Second, whereas Rule Options: A. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt B. holding a party is bound by a concession in his brief C. recognizing that truck driving constitutes a class of jobs D. holding that a party is not bound by the testimony of a witness it calls E. holding that a nonnamed class member with opportunity to opt out constitutes a party bound by a settlement

assistant: The best answer is E. holding that a nonnamed class member with opportunity to opt out constitutes a party bound by a settlement
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: Can-Fite has full power and authority to enter into this Agreement. All corporate action on the part of CanFite, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of CanFite hereunder, including the waiver of the Indebtedness has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by Can-Fite, will constitute a valid and legally binding obligation of Can-Fite, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

assistant: Authorizations