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: the national security of the United States,” the district court must review “in camera and ex parte the application, order, and such other materials relating to. the surveillance as may be necessary to determine whether the [surveillance or search] of the aggrieved person was lawfully authorized and conducted.” 50 U.S.C., §§ 1806(f), 1825(g). The district court “may disclose to .the aggrieved person, under appropriate security procedures and protective orders, portions of the application, order, or other materials relating to the [surveillance or search] only where such disclosure is necessary to make an accurate determination of the legality of the [surveillance or search].” 50 U.S.C. §§ 1806(f),. 1825(g) (emphasis added); United States v. Abu-Jihaad, 630 F.3d 102, 129 (2d Cir. 2010) (<HOLDING>). E. Osmakac’s FISA Challenge Osmakac concedes Options: A. holding that there was no denial of due process in the district courts decision not to order disclosure of fisa materials to the defendant because disclosure of the fisa materials was not necessary to assess the legality of the challenged surveillance B. holding that the inadvertent disclosure of a privileged document does not waive the attorneyclient privilege if attorney took all reasonable steps to avoid disclosure and asserted the privilege as soon as the disclosure became known C. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant D. holding that in analyzing whether materials are protected from disclosure under exemption 5 of foia which protects materials covered by the deliberative process privilege a court must first be able to pinpoint an agency decision or policy to which these documents contributed and stating that the decision whether to prosecute an individual is the type of decision protected by the privilege E. holding that where an authorized disclosure is voluntarily made to a nonfederal party whether or not that disclosure is denominated confidential the government waives any claim that the information is exempt from disclosure under the deliberative process privilege

assistant: The best answer is A. holding that there was no denial of due process in the district courts decision not to order disclosure of fisa materials to the defendant because disclosure of the fisa materials was not necessary to assess the legality of the challenged surveillance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall employ the Executive, and the Executive accepts employment, as Controller and Director of Finance of the Company, upon the terms and conditions described herein. The Executive's employment hereunder will commence on the Effective Date and will continue for the Employment Term (as defined in Section 2.1 hereof) unless terminated sooner as herein provided. During the Employment Term, the Executive shall devote all of his business time, attention and skills to the business and affairs of the Company, and will not undertake any commitments that would interfere with or impair his performance of his duties and responsibilities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of Company are set forth on the Disclosure Schedule. Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

assistant: Subsidiaries
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 “[preservation of the opportunity to prove actual bias is a guarantee of a defendant’s right to an impartial jury.” Dennis v. United States, 339 U.S. 162, 171-72, 70 S.Ct. 519, 94 L.Ed. 734 (1950), questions directed at potential bias may be constitutionally compelled. For example, when faced with the prospect of racial bias, a federal habeas court must inquire whether “under all of the circumstances presented there was a constitutionally significant likelihood that, absent questioning about racial prejudice, the jurors would not be as ‘indifferent as (they stand) unsworne.’ ” Ristaino v. Ross, 424 U.S. 589, 596, 96 S.Ct. 1017, 47 L.Ed.2d 258 (1976) (quoting Coke on Littleton 155b (19th ed. 1832)); see also Turner v. Murray, 476 U.S. 28, 36-37, 106 S.Ct. 1683, 90 L.Ed.2d 27 (1986) (<HOLDING>). Howev er, the Supreme Court has “stressed the Options: A. holding there was no constitutional presumption of juror bias where counsel asked the district court to make an inquiry into potential prejudice because the defendant was black and the prospective jurors were white B. holding that a capital defendant accused of an interracial crime is entitled to have prospective jurors informed of the race of the victim and questioned on the issue of racial bias C. holding that tire purposeful exclusion of prospective jurors because they are black and female is discrimination on account of both race and gender in direct violation of batson D. holding that a criminal defendant can bring a third party challenge to the peremptory striking of jurors based on race whether or not he is of the same race as the jurors who are struck E. holding that if the reason the victim cannot testify at trial is that the accused murdered her then the accused should be deemed to have forfeited the confrontation right even though the act with which the accused is charged is the same as the one by which he allegedly rendered the witness unavailable

assistant: The best answer is B. holding that a capital defendant accused of an interracial crime is entitled to have prospective jurors informed of the race of the victim and questioned on the issue of racial bias
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: of the alleged error on appeal. See Brooks v. State, 281 Ga. 514, 516 (640 SE2d 280) (2007). Appellant suggests that these evidentiary issues are subject to review on appeal for “plain error.” However, in criminal cases, plain error review currently is limited to appellate review of alleged errors in the sentencing phase of a trial resulting in the death penalty, see Sharp v. State, 286 Ga. 799, 801 (692 SE2d 325) (2010); to alleged violations of OCGA § 17-8-57, see State v. Gardner, 286 Ga. 633, 634 (690 SE2d 164) (2010); and, since July 1, 2007, to properly asserted errors in jury instructions, see OCGA § 17-8-58 (b); State v. Kelly, 290 Ga. 29, 32 (718 SE2d 232) (2011). Thus, plain error review does not apply to the evidentiary issue raised in this case. See Brooks, 281 Ga. at 516 (<HOLDING>). We note that the new Georgia Evidence Code Options: A. holding that plain error review was not available for alleged improperly admitted testimony B. holding miranda error prejudicial in part because the defense presented testimony it otherwise would not have due to the improperly admitted statements C. holding improperly admitted evidence was harmless error given the overwhelming evidence of guilt D. holding improperly admitted testimony was cumulative to the other properly admitted evidence and was therefore harmless E. holding that omission was not plain error

assistant: The best answer is A. holding that plain error review was not available for alleged improperly admitted testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment of any provision of this Guarantee shall be effective unless it is in writing and signed by Guarantor, Beneficiary and any permitted assignee of Beneficiary’s rights hereunder, and no waiver of any provision of this Guarantee, and no consent to any departure by Guarantor therefrom, shall be effective unless it is in writing and signed by Beneficiary and any permitted assignee of Beneficiary’s rights hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the Business Litigation Session of the Superior Court of Suffolk County, Massachusetts (or, if and only if the Business Litigation Session of the Superior Court of Suffolk County, Massachusetts lacks jurisdiction, another Massachusetts state or federal court sitting in Boston, Massachusetts) over any action, suit or proceeding arising out of or relating to this Agreement. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such action brought in any such court and any claim that any such action has been brought in an inconvenient forum. Each of the parties hereto agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in the Commonwealth of Massachusetts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the Commonwealth of Massachusetts as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the Commonwealth of Massachusetts as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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 legal provision and list the applicable contract clause categories. Provision: All policies of fire, liability and other forms of insurance held by Avalon are deemed by Avalon to be sufficient, and valid policies, in such amounts; will be outstanding and duly in force on the Closing Date.

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: infliction of discipline upon an attorney previously qualified and in good standing will not and should not transform his services into ineffective assistance. 785 F.2d at 697. The court noted that his admission to the bar allowed it to assume that counsel had the training, knowledge, and ability to represent a client, regardless of his disbarment for unrelated conduct by another court. Circumstances similar to those before us in the present case were considered in Vance v. Lehman, 64 F.3d 119 (3d Cir. 1995), cert. denied, Vance v. Horn, 516 U.S. 1059, 116 S. Ct. 736, 133 L. Ed. 2d 686 (1996). In that case, defense counsel had originally been properly admitted to practice law in California. After disciplinary proceedings were brought against him in that state, he relocated to P (1996) (<HOLDING>). In State v. Bennett, 256 Neb. 747, 591 N.W.2d Options: A. holding that an attorneys conflict of interest gives rise to a claim of ineffective assistance of counsel under the sixth amendment and establishes prejudice per se B. holding that the test for ineffective assistance of counsel in termination cases is generally the same as in criminal proceedings C. recognizing reluctance to designate any error as per se ineffective assistance D. holding criminal defendant received per se ineffective assistance of counsel when his attorneys practice had been taken over by state bar and court pursuant to statute which allowed takeover after determination that attorney was incompetent to represent clients E. holding attorneys suspension during proceedings did not result in per se ineffective assistance of counsel distinguishing case from those in which laypersons masquerade as attorneys

assistant: The best answer is E. holding attorneys suspension during proceedings did not result in per se ineffective assistance of counsel distinguishing case from those in which laypersons masquerade as attorneys
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 indicated in this Amendment No. 25, all terms defined in the GTA or SBP shall have the same meanings when used in this Amendment No. 25. This Amendment No. 25 constitutes the complete and exclusive agreement between the Parties with respect to the subject matter of this Amendment No. 25, and this Amendment No. 25 supersedes all previous agreements between the Parties relating to the subject matter of Amendment No. 25, whether written or oral, including, but not limited to, the Memorandum of Agreement: 787 Interim Price Agreements, dated November 21, 2014, and the Collective Resolution Memorandum of Understanding, dated August 1, 2017. The GTA and SBP shall remain in full force and effect and are not modified, revoked, or superseded except as specifically stated in this Amendment No. 25.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the argument is without merit, as collateral estoppel merely requires that the party against whom the doctrine is invoked be a party in the prior case. See id. at 978. Neither are any of the other factors that we use to determine if a full and fair opportunity was present applicable. See Burrell v. Armijo, 456 F.3d 1159, 1172 (10th Cir.2006), cert. denied, 549 U.S. 1167, 127 S.Ct. 1132, 166 L.Ed.2d 893 (2007) (explaining that whether there were significant procedural limitations in the prior proceeding, whether the party had the incentive to litigate the issue fully, and whether effective litigation was limited by the nature or relationship of the parties are relevant factors for the full and fair opportunity element). Therefore this element is established. See Frandsen, 46 F.3d at 979 (<HOLDING>). 9 . The "absolute immunity” available to Options: A. holding that there is no due process violation where the ijs finding was not arbitrary and the alien was not denied a full and fair opportunity to present his claims B. holding that an arbitration agreement was procedurally unconscionable because it was imposed on employees as a condition of employment and there was no opportunity to negotiate C. holding that the workproduct doctrine was inapplicable where there was no indication a memorandum was prepared in anticipation of litigation D. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable E. holding that there was adequate opportunity when state court judicial review of an administrative proceeding was available

assistant: The best answer is D. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable
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: L.Ed.2d 676 (1990). 18 . 789 S.W.2d 307 (Tex.App.-Houston [14th Dist.] 1990, writ denied). 19 . See Pruitt, 932 F.2d at 465-66. 20 . The two cases are Gerstacker v. Blum Consulting Eng’rs., Inc., 884 S.W.2d 845 (Tex.App.-Dallas 1994, writ denied) and Goodyear Tire & Rubber Co. v. Portilla, 836 S.W.2d 664 (Tex.App.Corpus Christi 1992), affd on other grounds, 879 S.W.2d 47 (Tex.1994). 21 . 836 S.W.2d 664 (Tex.App.-Corpus Christi 1992), affd on other grounds, 879 S.W.2d 47 (Tex.1994). 22 . See id. at 667. 23 . See id. at 668. 24 . See id. at 669. 25 . See id. at 669-671. 26 . Id. at 670. 27 . 884 S.W.2d 845 (Tex.App.-Dallas 1994). 28 . See id. at 847. 29 . See id. at 850-51. 30 . See id. at 851 (citing Hardison v. A.H. Belo Corp., 247 S.W.2d 167, 168-69 (Tex.Civ.App.-Dallas 1952, no writ) (<HOLDING>)). 31 . 871 S.W.2d 929 (Tex.App.-Houston [14th Options: A. holding that statute of frauds does not apply to oral agreement providing employment as long as employee does satisfactory work because contingency may happen within one year B. holding that the statute of frauds bars a breach of contract claim based on an oral agreement to enter a future employment contract that would need to meet the statute of frauds C. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract D. holding that a contingency fee agreement with a confidential informant does not violate due process E. holding sufficient part performance of an oral trust agreement is required to remove it from the statute of frauds

assistant: The best answer is A. holding that statute of frauds does not apply to oral agreement providing employment as long as employee does satisfactory work because contingency may happen within one year
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 current term of this Agreement will conclude on March 30, 2022. Commencing on March 31, 2022, and continuing on each March 31 thereafter (in each case an “Anniversary Date”), this Agreement shall be extended for one additional year unless written notice that this Agreement shall not be extended is provided by the Employer to the Executive at least 60 days prior to such Anniversary Date. The initial term and any extensions thereof made pursuant to this Section 3.1 are referred to herein as the “Term.” The Employer’s election not to extend this Agreement shall not constitute termination of the Executive’s employment for purposes of this Agreement but may constitute “Good Reason” as set forth 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 legal provision and list the applicable contract clause categories. Provision: The Loan Parties will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties shall (a) in the case of each liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Lender Parties, as an additional insured thereunder and (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lender Parties, as a loss payee thereunder, and the Loan Parties will use commercially reasonable efforts to have each such policy provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. With respect to each Flood Hazard Property owned by any Loan Party with respect to which flood insurance has been made available under Flood Insurance Laws, the applicable Loan Party (i) has obtained and will maintain, with financially sound and reputable insurance companies, flood insurance in such amount and otherwise on such terms as shall be required to comply with all applicable rules and regulations promulgated pursuant to Flood Insurance Laws and (ii) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent or such Lender the applicable Flood Insurance Documents and such other evidence of compliance, including evidence of annual renewals of such insurance, as may be reasonably requested by the Administrative Agent or such Lender and as shall be in form and substance reasonably acceptable to the Administrative Agent or such Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease its assets as now owned or leased by it and to otherwise conduct its business. All corporate proceedings required by law or by the provisions of this Agreement to be taken by the Corporation on or before the Closing in connection with the execution and delivery of this Share Exchange Agreement and the consummation of the transactions contemplated by this Share Exchange Agreement have been or will be duly and validly taken.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

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: Final Order of Dismissal, Defendant moved for attorneys’ fees under Florida Statutes § 675.111(5). That provision states that “[reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this chapter,” which includes the claim for wrongful dishonor of a letter of credit asserted by Plaintiff. Fla. Stat. § 675.111(5) (Supp.2013). Under Florida law, the prevailing party for purposes of attorneys’ fees is the party that prevailed on any significant issue in the litigation. Moritz v. Hoyt Enters., Inc., 604 So.2d 807, 809-10 (Fla.1992) (adopting the prevailing-party test outlined by the Supreme court in Hensley v. Eckerhart, 461 U.S. 424, 103 S.Ct. 1933, 76 d, 943 So.2d 316, 318 (Fla.Dist.Ct.App.2006) (<HOLDING>). Thus, the district court correctly determined Options: A. holding that plaintiff was not the prevailing party for purposes of awarding attorneys fees even where the court retained jurisdiction to enforce the terms of a settlement agreement because there was insufficient judicial sanctioning of the alteration of the parties legal relationship B. holding that where the plaintiff voluntarily dismisses an alleged slapp suit while a special motion to strike is pending the trial court has discretion to determine whether the defendant is the prevailing party for purposes of attorneys fees under code of civil procedure section 42516 subdivision c C. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees D. holding that prevailing party has no standing to appeal E. holding that a defendant is the prevailing party within the meaning of statutory provisions awarding attorneys fees to the prevailing party even when the plaintiff voluntarily dismisses the action

assistant: The best answer is E. holding that a defendant is the prevailing party within the meaning of statutory provisions awarding attorneys fees to the prevailing party even when the plaintiff voluntarily dismisses the 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 legal provision and list the applicable contract clause categories. Provision: The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(g), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.

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: If, at any time before the Acceptance Time, the Company reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to effectively carry out such Shareholder’s obligations under this Agreement, then each Shareholder shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to effectively carry out such Shareholder’s obligations under this Agreement.

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: allow litigants tó raise federal challenges.” ReadyLink Healthcare, Inc. v. St. Compensation Ins. Fund, 754 F.3d 754, 759 (9th Cir.2014). Only if those threshold requirements are met should courts consider whether a federal action would have the practical effect of enjoining the state court action. Id. Like ReadyLink, this case does not involve- a parallel criminal proceeding and there is no state order or judgment to be enforced. While a proceeding before the ODC has the potential to be “akin to criminal proceedings,” id. ODC’s investigation into this case has not progressed beyond the investigation stage. Other courts have determined that investigation proceedings, without more, do not trigger Younger. Compare Mulholland v. Marion Cnty. Election Bd., 746 F.3d 811, 817 (7th Cir. 2014) (<HOLDING>), and Telco Commas., Inc. v. Carbaugh, 885 F.2d Options: A. holding that absolute prosecutorial immunity extends to civil forfeiture proceedings B. holding district court lacked authority to order placement at a school not approved by the state C. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court D. holding state investigatory proceedings before a board that lacked prosecutorial authority were at too preliminary a stage to warrant federal deference E. holding that an appeal to an agency review board would be futile because the board lacked authority to invalidate ordinance as requested

assistant: The best answer is D. holding state investigatory proceedings before a board that lacked prosecutorial authority were at too preliminary a stage to warrant federal deference
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 may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties hereto (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly after an Authorized Officer of the Borrower obtains actual knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending against the Borrower or any of the Subsidiaries for which it would reasonably be expected that an adverse determination is probable, and that such determination would result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: cruel and unusual punishment will be violated since he may be incompetent at the time of execution. These claims have been repeatedly rejected by this Court. See, e.g., Chavez v. State, 132 So.3d 826, 831 (Fla.), cert. denied, — U.S —, 134 S.Ct. 1156, — L.Ed.2d—(2014) (“Summary denial of a lethal injection challenge is proper where the asserted reasons ... are based upon conjecture or speculation.”); Henyard v. State, 992 So.2d 120, 130 (Fla.2008) (‘We [have] previously found section 945.10 facially constitutional and decline to recede from our decision now.”); Hall v. Moore, 792 So.2d 447, 450 (Fla.2001) (explaining that it is premature for a death-sentenced individual to present a claim of incompetency with regard to his execution if a death warrant has not been signed). III. HABEA (<HOLDING>). Moreover, as discussed above, this issue is Options: A. holding that the defendants habeas claim was procedurally barred because it could have been or was raised in his postconviction motion B. holding that circuit court should have treated the habeas petition as a motion for postconviction relief C. holding that claims not raised in a timely postconviction motion are waived D. holding that claims raised in a postconviction motion cannot be relitigated in a habeas petition E. holding that a ground for relief not pled in a motion for postconviction relief is waived and cannot be raised on appeal

assistant: The best answer is D. holding that claims raised in a postconviction motion cannot be relitigated in a habeas petition
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 our legislature has deemed criminal contempt to be a petty offense, as it is punishable by only ten days in jail and a $50 fine. See Tenn.Code Ann. § 29-9-103 (2000). Moreover, the criminal contempt charges involved in the instant case all relate to the defendant’s violations of an order of protection, whereas in Codispoti, the charges all pertained to direct insults or threats to the court Our reading of Codispoti and Lewis convinces us that the latter conduct in Codispoti is what distinguishes that case from Lewis and the facts of the instant case. Accordingly, following Lewis, we hold that the defendant in the instant case was not entitled to a jury trial. See also Perkerson v. Perkerson, No. 01A01-9602-CV-00059, 1996 WL 426807, at *3 (Tenn.Ct.App. M.S., filed July 31, 1996) (<HOLDING>). D. Finally, the defendant asserts that the Options: A. holding that a fiftytwo million dollar fine could not be imposed as a sanction for criminal contempt except through a jury trial B. holding that the failure to impose a mandatory fine requires that the matter be remanded for imposition of that fine C. holding that when a fine is paid there is a full satisfaction of one of the alternative penalties of the law and that the fine cannot be reimbursed in order to punish the defendant instead with imprisonment D. holding that a state cannot imposte a fine as a sentence and then automatically convert it into a jail term solely because the defendant is indigent and cannot forthwith pay the fine in full E. holding that the violation of a court order punishable by a fifty dollar fine andor ten days in jail under tenncode ann 299103 does not entitle the accused to a jury trial

assistant: The best answer is E. holding that the violation of a court order punishable by a fifty dollar fine andor ten days in jail under tenncode ann 299103 does not entitle the accused to a jury trial
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: 23 S.W.3d at 485. A landowner with an easement of access is entitled to compensation through an inverse condemnation claim whenever the access is “materially and substantially impaired.” Heal, 917 S. t in the public alley.” TXDOT asserts that GAR does not possess an easement of access and that the “driveway” was not a “public road or alley.” TXDOT further asserts that “there was no dedication of the State’s property as a public road” and that GAR’s “temporary permissive use of the property” did not “result in a dedication.” “[A]butting property owners have private rights in existing streets and alleys in addition to their rights in common with the general public.” City of San Antonio v. Olivares, 505 S.W.2d 526, 530 (Tex.1974); see also State v. Meyer, 403 S.W.2d 366, 370 (Tex.1966) (<HOLDING>). “This right is in effect a private right of Options: A. holding that waters in utah are of two classes private and public and title to public waters is in the public all are equal owners that is have coequal rights therein B. recognizing that abutting property owners have certain private rights in existing streets and highways in addition to their right in common with the general public to use them C. holding that it is well settled that while one tenant in common may acquire homestead rights in the common property the rights so acquired are not superior to the rights and remedies of the other joint owners he can acquire no such rights as will prejudice or in anywise interfere with the rights of the other tenants in common D. recognizing private right of action E. recognizing that unit owners own the common elements in fee as tenants in common

assistant: The best answer is B. recognizing that abutting property owners have certain private rights in existing streets and highways in addition to their right in common with the general public to use them
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims. Second, it gives the Commissioner the opportunity to correct errors and to limit the scope of issues at trial. Id.; Union Pac. R.R. v. United States, 182 Ct.Cl. 103, 108, 389 F.2d 437 (1968). The doctrine is primarily concerned with the prevention of taxpayer-plaintiff’s “lying in the weeds” with an alternate claim or alternate factual basis for a claim, and then bringing it before the court and on the unsuspecting defendant. When the above policies would not be furthered, the court has not invoked the variance doctrine. Various exceptions - to the rule have been carved out. The Claims Court has refused to invoke the variance doctrine when the IRS has had notice of the different grounds asserted. See Deluxe Check Printers, Inc. v. United States, 15 Cl.Ct. 175 (1988) (J. Gibson) (<HOLDING>). Furthermore, this court refused to apply the Options: A. holding that where plaintiff did not seek to rescind a contract and only sought quantum meruit recovery after a jury had determined an enforceable contract existed plaintiff was limited to recovery under the contract B. holding that the irs has notice of plaintiffs alternate ground of recovery because it had considered and evaluated the applicability of the code provision under which the plaintiff sought recovery C. holding that suits which seek no recovery from state funds but rather allege that recovery is sought under and up to the limits of the states liability insurance coverage fall outside the traditional constitutional bar to suits against the state D. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate E. holding statutory notice requirement of workers compensation statute was not an independent ground of recovery thus the notice element could be the subject of a deemed finding

assistant: The best answer is B. holding that the irs has notice of plaintiffs alternate ground of recovery because it had considered and evaluated the applicability of the code provision under which the plaintiff sought recovery
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 Secured Parties will, upon the reasonable request of the Agent, from time to time execute and deliver or cause to be executed and delivered such further instruments, and do and cause to be done such further acts, as may be necessary or proper to carry out more effectively the provisions of this Agreement. The Secured Parties agree to provide to each other upon reasonable request a statement of all payments received in respect of any Secured Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.1(j) , (i) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (A) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (B) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty and (iii) there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in Schedule 3.2(cc) of the Disclosure Letter, there are no claims, actions, proceedings, suits, inquiries, reviews, judgments or decrees (or, to the knowledge of Sellers, any investigation by any Governmental Entity) pending or, to the knowledge of Sellers, threatened against or involving Corporation before any Governmental Entity. As at the Closing Date, Corporation is not subject to a judgment, order or decree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any Party hereto may execute and deliver a counterpart of this Second Amendment by delivering by facsimile or other electronic transmission a signature page of this Second Amendment signed by such Party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature. Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute part of this Second Amendment for any other purpose.

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 movant carries the burden of demonstrating that dismissal is appropriate. Intel Corp., 496 F.Supp.2d at 408. However, Bankruptcy Rule 7009 further provides that Fed.R.Civ.P. 9 applies in adversary proceedings. While Fed.R.Civ.P. 9(b) provides that: “all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity,” Rule 9(b) only applies to allegations of actual fraud. Furthermore, this Court takes the view that claims of constructive fraud, i.e. fraudulent transfers, are evaluated using Rule 8(a)(2). A fraudulent transfer complaint “need only set forth the facts with sufficient particularity to apprise the defendant fairly of the charges made against him.” In re Astro-Power Liquidating Trust, 335 B.R. 309, 333 (Bankr.D.Del.2005) (<HOLDING>). Fed.R.Civ.P. 8(a), made applicable to this Options: A. recognizing that the federal pleading standard is a less stringent standard than the delaware pleading standard B. holding that the fact that federal rule of civil procedure 9b requires a heightened pleading standard for some claims but not for a section 1983 claim against a municipality means that the rules do not require a heightened pleading standard for such a claim C. holding that a constructive fraud count need not comply with rule 9s heightened pleading standard D. holding that a court may not apply a heightened pleading standard more stringent than the usual pleading requirements of rule 8 in civil rights cases alleging municipal liability under 1983 E. holding that heightened pleading standards do not apply to defamation actions

assistant: The best answer is C. holding that a constructive fraud count need not comply with rule 9s heightened pleading standard
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: 18.4 if any provision of these terms ( or part of it ) , is found by any court or administrative body of competent jurisdiction or an arbitrator to be illegal , invalid or unenforceable , then such provision ( or part of it ) shall be removed from the terms without affecting the legality , validity or enforceability of the remainder of the terms .

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 WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF TEXAS WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

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: All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Term Loans and other extensions of credit hereunder.

assistant: Warranties