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: Reasonable prior notification of the time and place of any public sale of the Collateral, or reasonable prior notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Debtors and to any other Person entitled to notice under the UCC; provided that, to the extent permitted by applicable Law, if any of the Collateral threatens to decline speedily in value or is of the type customarily sold on a recognized market, Secured Party may sell or otherwise dispose of the Collateral without notification, advertisement, or other notice of any kind if giving such prior notification is not possible without causing undue expenses or delays; provided that notice shall be given as soon as possible thereafter. It is agreed that notice sent or given not less than ten days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this subparagraph. It shall not be necessary that the Collateral be at the location of the sale.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is effective as of the Effective Date. The Company agrees to employ Executive in accordance herewith during the period starting on the Effective Date and ending on and inclusive of the date five (5) years thereafter, subject to any earlier termination of Executive’s employment hereunder pursuant to Section 7 . The period starting on the Effective Date and ending on and inclusive of the date five (5) years thereafter, regardless of any termination of Executive’s employment hereunder, is referred to herein as the “ Term ”. The period starting on the Effective Date and ending on and inclusive of the earlier of (a) the date five (5) years thereafter, and (b) the Termination Date (as defined in Section 8.1 ) is referred to herein as the “ Employment Period ”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Manager shall cooperate with Owner’s accountants, auditors and other representatives in regard to and assist in facilitating audits and periodic inspections of the Books and Records (as defined in Section 6.1 ) and all other accounting documentation of Owner and Manager relating to the Property, and shall cooperate with Owner’s accountants in regard to the preparation and filing on behalf of Owner of Federal, state, city and any other income and other tax returns required by any governmental authority.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock”. The Borrower will use the Revolving Loans, the Swingline Loans and the initial Term 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 Incremental Term Loans or Other Refinancing Term Loans for the purposes set forth in any Incremental Commitment Joinder or Refinancing Amendment.

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: The Transactions are within each Loan Party’s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent and, if required, owner action. Each Loan Document to which a Loan Party is a party has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the other provisions hereof, this Agreement is intende d to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference , shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the t ime specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Executive will be deemed to have a termination of employment for purposes of determining th e timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A of the Code.

assistant: Interpretations
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: that the pleader is entitled to relief....” Fed.R.Civ.P. 8(a)(2). In reviewing the complaint on a motion to dismiss, “no more [is required] from plaintifff’s] allegations of intent than what would satisfy Rule 8’s notice pleading minimum and Rule 9(b)’s requirement that motive and intent be pleaded generally.” Triad Assoc., Inc. v. Robinson, 10 F.3d 492, 497 (7th Cir.1993). Alvarado’s complaint stated an Eighth Amendment claim when he alleged that because of the prison officials’ deliberate indifference, he was being exposed to levels of ETS which aggravated his chronic asthma, thereby endangering his existing health, a claim recognized as an Eighth Amendment violation twenty-five years ago in Estelle v. Gamble, 429 U.S. 97, 97 S.Ct. 285, 50 L.Ed.2d 251 (1976). Id. at 104, 97 S.Ct. 285 (<HOLDING>). He also stated a valid claim as to his future Options: A. 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 B. holding that an inmate stated a cause of action under the eighth amendment by alleging that prison officials had with deliberate indifference exposed him to levels of ets that posed an unreasonable risk of serious damage to his future health C. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation D. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs E. holding that prisoner must allege acts or omissions evidencing deliberate indifference to serious medical needs

assistant: The best answer is A. 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
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: her alleged disability. See Peterson v. Continental Casualty Co., 282 F.3d 112, 118 (2d Cir.2002) (“Absent a decision by the plan administrator, district courts have no jurisdiction to make an assessment of a beneficiary’s eligibility for benefits.... Since the plan had yet to decide whether the plaintiff deserved benefits for the post-twenty-four-month period, the plaintiff had not suffered an actual or threatened injury.”). Furthermore, although the Court acknowledges an inherent conflict due to CIGNA’s dual status as both administrator and claims payor, Straehle has failed to demonstrate the existence of any additional factors that would constitute good cause to consider evidence outside the administrative record. See Locher v. Unum Life Ins. Co., 389 F.3d 288, 294-295 (2d Cir.2004) (<HOLDING>). The Court therefore will not consider the Options: A. holding that district court was required to give conflict some weight but the existence of the conflict alone was not determinative when record contained no evidence of claims administration history or of claims administrators efforts to reduce potential bias and to promote accuracy B. holding that while a district court generally may review only the administrative record in determining whether a plan administrator abused its discretion the district court may expand the scope of the record as needed to assess a conflict of interest or flagrant procedural violations C. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record D. holding that a conflict of interest created by an administrators dual status as claims reviewer and claims payor does not per se constitute good cause to consider evidence outside of the administrative record but that such a conflict of interest in combination with other factors such as insufficient procedures for initial or appellate review or the failure of an insurer to include a claimed reason for denying benefits in its notices to a claimant may constitute good cause for expanding the record upon review E. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim

assistant: The best answer is D. holding that a conflict of interest created by an administrators dual status as claims reviewer and claims payor does not per se constitute good cause to consider evidence outside of the administrative record but that such a conflict of interest in combination with other factors such as insufficient procedures for initial or appellate review or the failure of an insurer to include a claimed reason for denying benefits in its notices to a claimant may constitute good cause for expanding the record upon review
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: because the law may or may not recognize certain intellectual property rights in any particular content , you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation .

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: Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with Section 6.4 [Notices] of the Investment Agreement or to such other address for notices given from time to time by the Holder or any transferee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Lease may be executed in any number of counterparts, all of which will be considered one and the same Lease notwithstanding that all parties hereto have not signed the same counterpart. Signatures on this Lease which are transmitted electronically shall be valid for all purposes. Any party shall, however, deliver an original signature on this Lease to the other party upon request.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the right to tell a Labor Ready employee not to return to the shipyard if they were unsatisfied with the employee’s job performance. Although Lomeli speculated that he would follow Labor Ready’s instructions if they conflicted with Southwest’s instructions, he presented no evidence beyond this speculation that Labor Ready ever gave him any specific instructions on what to do at Southwest and how to do the work that Southwest employees assigned to him, let alone any instructions that conflicted with South west’s instructions. Instead, the only instructions Labor Ready gave to Lomeli were to be at Southwest at 3:30 on November 13, 2007, and to perform the work assigned to him by the Southwest supervisors. See Melancon, 834 F.2d at 1245; Capps, 784 F.2d at 617; cf. Brown, 984 F.2d at 677 (<HOLDING>). We conclude that Southwest “clearly had Options: A. holding injured employee who asked his employer for medical assistance and employer refused and employee then went to physician of his own choice employee could recover medical benefits B. holding employee could proceed against employer in action for fraudulent misrepresentation where employees complaint alleged inter alia employee was regularly exposed to lead fumes and dust at place of employment employer tested employees blood to monitor lead levels employer willfully and intentionally withheld employees test results which showed employee had developed leadrelated diseases and employer subsequently altered those results to induce employee to continue working for employer employee further alleged employers concealment of employees condition prevented employee from reducing his exposure to lead and obstructed him from receiving appropriate medical treatment and that delay in treatment resulted in aggravation of employees injury C. holding that fact issue raised when brown presented evidence that he was supervised by employee of his original employer and received instructions from that employee while working at union oil D. holding that employee was not precluded from bringing separate employment discrimination action against employer where employee was not a party to consent decree entered into between eeoc and employer employee had rejected consent decree and had received no relief under decree E. holding that an employee could not establish pretext when the employer in good faith believed that the employee engaged in misconduct regardless whether the employee in fact engaged in the misconduct

assistant: The best answer is C. holding that fact issue raised when brown presented evidence that he was supervised by employee of his original employer and received instructions from that employee while working at union oil
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: includes, but is not limited to, those “whose work affects business operations to a substantial degree, even though their assignments are tasks related to the operation of a particular segment of the business.” 29 C.F.R. § 541.205(c). This does not include “routine clerical duties” or even operating expensive equipment or activities that, if improperly performed, would cause loss to an employer. 29 C.F.R. § 541.205(c)(2). The planners’ primary duty can only be viewed as substantially important to AEP’s operations. Their work—interpreting and carrying out plant policies, creating plans that permit the continued operation of the equipment and systems that generate AEP’s main product—affects AEP’s general business operations to a substantial degree. See, e.g., Haywood, 121 F.3d at 1072 (<HOLDING>). Moreover, the planners themselves testified Options: A. holding that property not subject to sequestration is not therefore exempt B. holding that the principal must have control and supervision over the details of the agents work C. holding that employees work while not involving the principal service of the employer was nevertheless important to the success of the firm and therefore exempt D. holding that employer is not vicariously hable for employees negligence while driving to work where such driving conferred no special benefit upon employer other than to make employees services available E. holding that a company exercising substantial control of the terms and conditions of the work of the employees is an employer under the flsa

assistant: The best answer is C. holding that employees work while not involving the principal service of the employer was nevertheless important to the success of the firm and therefore exempt
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: use , display , mirror , or frame the services or any individual element within the services , niantic 's name , any niantic trademark , logo , or other proprietary information , or the layout and design of any page or form contained on a page , without niantic 's express written consent ;

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: This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Lender and their respective successors and assigns, except that neither the Company nor any other Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders (and any other attempted assignment or transfer by any party hereto shall be null and void).

assistant: Binding Effects
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: Corp. v. Theriault, 51 A.3d 1213 (Del.2012). 133 . Id. at 1239. 134 . In re S. Peru Copper Corp. S’holder Litig., 52 A.3d 761, 766 (Del.Ch.2011) ("The parties agree that the appropriate standard of review is entire fairness.”). 135 . E.g., Weinberger v. UOP, Inc., 457 A.2d 701, 710 (Del.1983) ("The requirement of fairness is unflinching in its demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, sufficient to pass the test of careful scrutiny by the courts.”). 136 . See, e.g., Sternberg v. O'Neil, 550 A.2d 1105, 1116 (Del.1988) (noting that statements from Shaffer v. Heitner, 433 U.S. 186, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977), must be "read in context”); Rabkin v. Philip A. Hunt Chem. Corp., 498 A.2d 1099, 1104 (Del.1985) (<HOLDING>). 137 . See In re CNX Gas Corp. S’holders Options: A. holding that when determining the adequacy of a jury charge an appellate court should look to the record and the closing arguments to place the words of the judge in context B. holding that in the context of a rule 10b5 claim when the merger was approved and the exchange of securities occurred the owner of stock had in effect purchased a new security and paid for it by turning in his old one C. holding that court had no supplemental jurisdiction over claim by shareholder for breach of merger agreement that was the subject of the dispute between the merger partners over which the district court had subject matter jurisdiction D. holding that proper exhaustion of administrative remedies is necessary under section 1997ea E. holding that it is necessary to take account of the entire context of weinberger 457 a2d 701 when determining remedies in a cashout merger

assistant: The best answer is E. holding that it is necessary to take account of the entire context of weinberger 457 a2d 701 when determining remedies in a cashout merger
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 GUARANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDERS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN “ INDEMNITEE ”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE , EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subject to your compliance with these terms , niantic grants you a personal , noncommercial , nonexclusive , nontransferable , non-sublicensable , revocable license to download , view , display , and use the content solely in connection with your permitted use of the 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: In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate with respect to each Holder on the earlier of: (i) the second (2 nd ) anniversary of the SEC Effective Date, (ii) the date on which all Registrable Securities held by such Holder are transferred (other than to a Permitted Assignee), (iii) the date on which all of the Registrable Securities have been sold or (iv) the date otherwise terminated as provided herein.

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: in their car will be covered in the event of a UM/UIM accident," while also recognizing that it is "reasonable for members to want to reduce their costs of insurance [by] eliminating class two coverage." T133 These findings, which have record support, distinguish cases where reasonableness could not be found because the benefit actually received was cither de minimis or qualitatively different from the benefit that putative class members expected. But here, plaintiffs did not present any evidence that class two coverage had only minimal value. And both coverages include the same risks. 1 34 Plaintiffs' assertion that the reference to "might" in CJI-Civ. 4th 19:2 (2018) precludes a reasonable reliance inquiry fails for two reasons. First, "might" a m., 238 F.R.D. 482, 491 (C.D.Cal.2006) (<HOLDING>). Evidence of a reasonable alternative Options: A. holding that there is a rational basis for the distinction B. recognizing cause of action by class member against class counsel for negligence in providing notice C. holding inference appropriate where no rational class member would have acted if there had been adequate disclosure D. holding that the court could reasonably assume that no rational class member would have purchased the product had he known of the alleged misrepresentation E. holding that no class member may opt out of a rule 23b1 class action

assistant: The best answer is C. holding inference appropriate where no rational class member would have acted if there had been adequate disclosure
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses set forth in the preamble to this Agreement (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.4).

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: disposed of this matter on its merits. The January 20, 2005, judgment was dependent on the trial court’s prior jurisdictional authority to adjudicate Appellant’s claims. “If a court cannot try a question except under particular conditions or unless petitioned in a particular way, it has no jurisdiction until such conditions exist or unless the court is approached in a manner which bestows jurisdiction.” State ex rel. Robinson v. Crouch, 616 S.W.2d 587, 592 (Mo.App.1981). In the instant matter, the trial court had no jurisdiction to enter the second order. Point dismissed. Accordingly, we dismiss Appellant’s appeal and remand the matter to the trial court for proceedings consistent with this opinion. SHRUM, P.J„ and BATES, C.J., concur. 1 . Rule 74.06(b) states: On motion and upo 02) Options: A. holding that because trial courts order did not dispose of the defendants counterclaim that order was not a final judgment that would support an appeal B. holding that even an order that establishes entitlement to a judgment is not final unless it actually enters or renders a judgment or includes specific language of finality necessary for a judgment to be considered final for purposes of an appeal C. holding that there is no final judgment where a memorandum is not denominated judgment or decree as required by rule 7401a D. holding that an order not denominated a judgment is not final for purposes of appeal E. holding that an order pending divorce is not a final judgment that creates a right of appeal

assistant: The best answer is D. holding that an order not denominated a judgment is not final for purposes of appeal
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: jurisdictional defect or (3)(a) that the procedural defect was caused by something external to the defense—that is, a cause for which the defense is not responsible—and (b) prejudice resulted from the underlying error that worked to his actual and substantial disadvantage. Id. at 731. 6 . Numerous other decisions of this Court, as well as decisions of the United States Supreme Court, similarly recognize that jurisdictional defenses are not waived by entry of a guilty plea. See, e.g., United States v. Broce, 488 U.S. 563, 569, 109 S.Ct. 757, 102 L.Ed.2d 927 (1989) (so stating); State v. Mitchell, 563 S.W.2d 18, 23 (Mo. banc 1978) (stating "that jurisdictional defects and defenses are not waived by entering a guilty plea”); Kansas City v. Stricklin, 428 S.W.2d 721, 724-25 (Mo. banc 1968) (<HOLDING>); State ex rel. Dutton v. Sevier, 336 Mo. 1236, Options: A. holding that when defects in a petition raise a question of the trial courts subject matter jurisdiction over the action the issue may properly be raised for the first time on appeal B. holding that jurisdiction of the subject matter in either a civil or criminal action may be raised at any stage of the proceedings even after a plea of guilty and for the first time in the appellate court C. holding that lack of standing cannot be waived and may be raised for the first time by an appellate court on its own motion D. holding that an issue not raised in the trial court cannot be raised for the first time on appeal E. holding issues related to subject matter jurisdiction may be raised at any time

assistant: The best answer is B. holding that jurisdiction of the subject matter in either a civil or criminal action may be raised at any stage of the proceedings even after a plea of guilty and for the first time in the appellate court
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 those of a trustee in bankruptcy. Compare Wis. Stat. §§ 128.13, 128.14, and 128.17 (describing receiver's duties in state receivership proceedings), with 11 U.S.C. §§ 704,1106 (listing duties of a trustee in federal Chapter 7 and Chapter 11 bankruptcy proceedings). 7 Before the Ninth Circuit Bankruptcy Appellate Panel issued Mayan Networks, several other courts had observed that collateral securing letter of credit proceeds are property of the estate. See Kellogg v. Blue Quail Energy, Inc. (In re Compton Corp.), 831 F.2d 586, 590-91 (5th Cir. 1987); see also American Bank v. Leasing Service Corp. (In re Air Conditioning, Inc.), 845 F.2d 293, 296 (11th Cir. 1988). Others held that letter of credit proceeds a . (In re S-Tran Holdings, Inc.), 414 B.R. 28, 33-34 (Bankr. D. Del. 2009) (<HOLDING>). 8 For example, the court in Willis v. Celotex Options: A. holding that a trustees interest in letter of credit proceeds acting as a security deposit is property of the estate B. holding that because proceeds of a letter of credit were not secured by estate collateral the proceeds were not property of the estate C. holding the real estate sale proceeds D. holding that where the policy names only the directors or officers as insured the proceeds are not property of the estate E. holding that the proceeds of a liability insurance policy were not property of the estate

assistant: The best answer is B. holding that because proceeds of a letter of credit were not secured by estate collateral the proceeds were not property of the estate
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: if you have purchased a paid subscription using a code , your paid subscription will automatically terminate at the end of the pre-paid period , or when there is an insufficient pre-paid balance to pay for the service .

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 411 U.S. 451 93 S.Ct. 1941 36 L.Ed.2d 385 Leonard TONASKET, Appellant,v.WASHINGTON et al. No. 71-1031. Supreme Court of the United States April 24, 1973 Robert L. Pirtle, Seattle, Wash., for appellant. Alvin J. Ziontz, Seattle, Wash., for Confederated Tribes of the Colville Reservation, Washington, and others, as amici curiae, by special leave of Court. Slade Gorton, Atty. Gen., for appellees. PER CURIAM. 1 The judgment of the Supreme Court of Washington is vacated, and the case is remanded to that Court for reconsideration in light of §§ 6 and 7 of c. 157, 1972 Extraordinary Session Laws of the State of Washington, and this Court's decision in McClanahan v. Arizona State Tax Comm'n, 411 U.S. 164, 93 S.Ct. 1257, 36 L.Ed.2d 129 (1973).

assistant: 2
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 become effective when it shall have been executed by each Loan Party, each Agent and each Lender and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or waived in writing by the Agents, and thereafter shall be binding upon and inure to the benefit of each Loan Party, each Agent and each Lender, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Agent and each Lender, and any assignment by any Lender shall be governed by Section 12.07 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Escrow Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Escrow Agreement, this Escrow Agreement shall be amended so as to enforce the illegal, invalid or unenforceable provision to the maximum extent permitted by applicable Law, and the Parties shall cooperate in good faith to further modify this Escrow Agreement so as to preserve to the maximum extent possible the intended benefits to be received by the Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands, statements, designations, approvals or other communications (collectively, “ Notices ”) given or required to be given by either party to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt requested (“ Mail ”), (B) delivered by a nationally recognized overnight courier, or (C) delivered personally. Any Notice shall be sent, transmitted, or delivered, as the case may be, at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant or Landlord may from time to time designate in a Notice to the other party. Any Notice will be deemed given (i) the date the Mail or overnight courier delivery is made (or refused), or (ii) the date personal delivery is made (or refused).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Facility Fee for the period from and including the first day of the Commitment Period to and excluding the Termination Date, computed at the Facility Fee Rate on the average daily amount of the Commitment of such Lender (or, following termination of the Commitment of such Lender, on the average daily amount of the Exposure of such Lender) during the period for which payment is made, payable in arrears on the last day of each March, June, September and December and on the Termination Date and, following termination of the Commitments, on demand.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Los Angeles County in the State of California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grantor and Grantee each agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Deed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in Sections 4.5 and 7.5 , if the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Member shall indemnify and contribute to the Company in full the entire amount paid (including interest, penalties and related expenses). The Board may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 6.8 . A Member’s obligation to indemnify and make contributions to the Company under this Section 6.8 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 6.8 , the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.8 , including instituting a lawsuit to collect such indemnification and contribution with interest at the applicable statutory rate.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 7.3.2 when listing an experience , event or other host service you must , where applicable , fully educate and inform guests about ( i ) any risks inherent to the experience , event or other host service , ( ii ) any requirements for participation , such as the minimum age , related skills , level of fitness or other requirements , and ( iii ) anything else they may need to know to safely participate in the experience , event or other host service ( including dress codes , equipment , special certifications or licenses , etc. ) .

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: ” Id. at 1316 n. 3. Most recently, we reiterated in United States v. Cantellano, 430 F.3d 1142 (11th Cir.2005), that the holding in AlmendarezTorres remains undisturbed. Id., at 1147. Accordingly, insofar as the district court’s enhancement of Davila-Rodriguez’s sentence as a career offender under § 4B1.1 involved determinations that he had prior convictions, these determinations did not implicate the Apprendi/Blakely/Booker line of cases. Moreover, to the extent that Davila-Rodriguez’s argument can be construed as asserting that Almendarez-Torres is not applicable because the government had to show that his prior convictions, in addition to existing, were “crimes of violence,” we also have rejected this argument. See United States v. Glover, 431 F.3d 744, 749 (11th Cir.2005) (<HOLDING>); see also United States v. Gallegos-Aguero, Options: A. holding that whether a previous conviction is a crime of violence is a question of law not of fact as it must be determined by interpreting 4b12 B. holding it is a question of fact C. holding that under illinois law interpreting the meaning of a contract is a question of law determined by the court D. holding that the constitutional level of punitive damages is not a finding of fact that must be determined by the jury it may be determined de novo by the court E. holding that whether error is apparent is determined by reference to the law as of the time the appeal is decided

assistant: The best answer is A. holding that whether a previous conviction is a crime of violence is a question of law not of fact as it must be determined by interpreting 4b12
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: blizzard entertainment shall not be held liable for any delay or failure to perform under any circumstances resulting from causes outside the reasonable control of blizzard entertainment ; including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond blizzard entertainment 's control such as acts of god , war , terrorism , riots , embargoes , acts of civil or military authorities , fire , floods , accidents , strikes , or shortages of transportation facilities , fuel , energy , labor or materials .

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 402 U.S. 47 91 S.Ct. 1292 28 L.Ed.2d 590 Mrs. Robert Lee MOORE et al., Appellants,v.CHARLOTTE-MECKLENBURG BOARD OF EDUCATION et al. No. 444. Argued Oct. 13, 1970. Decided April 20, 1971. Syllabus Since both parties in this section challenging a school desegregation plan seek the same result, viz., a holding that North Carolina's Anti-Busing Law is constitutional, there is no Art. III case or controversy. Additionally, on the facts of this case, no direct appeal to this Court lies under 28 U.S.C. § 1253. 312 F.Supp. 503, appeal dismissed for lack of jurisdiction. Whiteford S. Blakeney, Charlotte, N.C., for Mrs. Robert Lee Moore and others. William J. Waggoner, Charlotte, N.C., for Charlotte-Mecklenburg Board of Education and others. PER CURIAM. 1 Appellants seek review of the decision of the United States District Court for the Western District of North Carolina declaring a portion of the North Carolina anti-busing statute unconstitutional, and enjoining its enforcement. It is a companion case to No. 498, North Carolina State Board of Education v. Swann, 402 U.S. 43, 91 S.Ct. 1284, 28 L.Ed.2d 586. We postponed decision on the question of jurisdiction, 400 U.S. 803, 91 S.Ct. 11, 27 L.Ed.2d 34 (1970), and after hearing on the merits we now dismiss the appeal for lack of jurisdiction. 2 At the hearing both parties argued to the three-judge court that the anti- busing law was constitutional and urged that the order of the District Court adopting the Finger plan should be set aside. We are thus confronted with the anomaly that both litigants desire precisely the same result, namely a holding that the anti-busing statute is constitutional. There is, therefore, no case or controversy within the meaning of Art. III of the Constitution. Muskrat v. United States, 219 U.S. 346, 31 S.Ct. 250, 55 L.Ed. 246 (1911). Additionally, since neither party sought an injunction to restrain a state officer from enforcing a state statute alleged to be unconstitutional, 28 U.S.C. § 2281, this is not an appeal from 'any civil action, suit or proceeding required * * * to be heard * * * by a district court of three judges,' 28 U.S.C. § 1253, and hence no direct appeal to this Court is available. 3 Dismissed.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall apply and be effective only with respect to the provisions of the Original Letter Agreement specifically referred to herein. Except to the extent expressly modified by this Amendment, the Original Letter Agreement remains in full force and effect. To the extent of any inconsistency between this Amendment and the Original Letter Agreement, the terms and conditions of this Amendment shall control.

assistant: Miscellaneous