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: Sections 5.1, 5.2, 5.3, 6.1, 6.2, and 11 of this Agreement shall be considered separate and independent from the other sections of this Agreement and no invalidity of any one of those sections shall affect any other section or provision of this Agreement. However, because it is expressly acknowledged that the Severance Payments are provided as consideration for the obligations imposed upon Executive under Sections 5.1, 5.2, 5.3, 6.1, and 6.2, should any court determine that any of the provisions under these Sections is unlawful or unenforceable, such that Executive need not honor those provisions, then Executive shall not receive the Severance Payments or insurance benefits provided for in this Agreement.

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: Company Schedule 3.13 hereto sets forth a complete and correct list of all first-party and third-party insurance policies (including, but not limited to, fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to the Company or any of its Properties, including the annual premiums with respect thereto, all of which have been in full force and effect from and after the date(s) set forth in Company Schedule 3.13 and full and complete copies of all policies (including all endorsements) have been made available to the Buyer. Such policies are in amounts that constitute compliance by the Company with all applicable Legal Requirements and all Material Contracts. Since January 1, 2016, none of the insurance carriers has indicated to the Company in writing an intention to cancel any such policies or to materially increase any insurance premiums (including, but not limited to, workers’ compensation premiums), or that any insurance required to be listed in Company Schedule 3.13 will not be available in the future on substantially the same terms as currently in effect. The Company has no claim pending, noticed or anticipated against any of its insurance carriers (or against any third parties’ insurance carrier with respect to the Company’s status as a beneficiary or additional insured) for failure to pay claims under any of such policies and, to the Knowledge of the Company, there has been no actual or alleged occurrence or wrongful act of any kind which could reasonably be expected to give rise to any such claim.

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: judicial responsibility.” Sentencing discretion — the choice of a penalty within the range fixed by legislation — is part of the judiciary's responsibility. Id. at 583-84, 789 P.2d at 1084-85 (citations omitted). When disputes have arisen regarding the division of authority among the three branches of government in the development and administration of the criminal laws, we have acted to prevent one branch from intruding upon the domain of another branch. See, e.g., State v. Larson, 159 Ariz. 14, 17, 764 P.2d 749, 752 (App.1988) (trial court cannot intrude upon the prosecutor’s charging function by dismissing charges pursuant to misdemeanor compromise statute without the prosecutor’s statutorily-required recommendation); State v. Jones, 142 Ariz. 302, 305, 689 P.2d 561, 564 (App.1984) (<HOLDING>); see also State v. Prentiss, 163 Ariz. 81, 85, Options: A. holding that under the alabama death penalty statute because the judge did not consider the jurys recommendation the statute which forced the jury to sentence the defendant to death whenever aggravating circumstances existed was not unconstitutional B. holding unconstitutional defendants sentence of death based upon the holding in roper supra and remanding for the montgomery circuit court to set aside the defendants death sentence and to sentence him to the only other sentence available life in the penitentiary without the possibility of parole C. holding that the sentence entered by the circuit court was illegal because the court had no authority to impose a sentence that exceeded the punishment fixed by the jury D. holding that dui sentencing statute that permitted the trial court to impose an alternative sentence based upon the prosecutors recommendation was unconstitutional in violation of article 3 because the decision to mitigate a sentence properly belongs to the judge and not the prosecutor E. holding that when a sentencing issue centers upon a courts statutory authority to impose a sentence rather than the courts exercise of discretion in fashioning the sentence the issue raised implicates the legality of the sentence imposed

assistant: The best answer is D. holding that dui sentencing statute that permitted the trial court to impose an alternative sentence based upon the prosecutors recommendation was unconstitutional in violation of article 3 because the decision to mitigate a sentence properly belongs to the judge and not the prosecutor
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 Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more Persons (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which any Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. Each Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”). No Lender shall have any obligation to disclose all or any portion of the Participant Register to the Borrower or any other Person (including the existence or identity of any Participant or any information relating to a Participant’s interest in the Loans or other obligations under this Agreement) except (i) to the extent that such disclosure is necessary to establish that such Loans or other obligations are in registered form under Section 5f.103-1(c) of the applicable United States Treasury Regulations or (ii) with respect to any Person whose interest in the Loans or other obligations is treated as a participation by reason of the Agent not accepting and recording a proposed assignment in the Register. The entries in the Participant Register shall be conclusive absent manifest error, and each Lender shall treat each Person whose name is recorded in the Participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. A Participant shall not be entitled to receive any greater payment under Section 2 hereof than the initial Lender would have been entitled to receive with respect to the participation sold to such Participant.

assistant: Participations
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: 528 (providing that a prosecutor is not supposed to participate in a prosecution “if such participation may result in a personal, financial, or political conflict of interest, or the appearance thereof’); or alternatively (2) because the alleged conflict should have been disclosed pursuant to Brady v. Maryland, 373 U.S. 83, 83 S.Ct. 1194, 10 L.Ed.2d 215 (1963). Both of these claims miss the mark. First, the prosecutor was not required to recuse himself under § 528. The prosecutor’s wife had no involvement in Mr. Barbarosh’s defense and did not even work in the firm’s criminal defense practice group. Beyond that, she was only employed as an at-will, part-time attorney and was paid an hourly wage. See United States ex rel. Weinberger v. Equifax, Inc., 557 F.2d 456, 463-64 (5th Cir.1977) (<HOLDING>); see also United States v. Reagan, 725 F.3d Options: A. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion B. holding that it was immaterial for conflict of interest purposes whether one attorney or two attorneys in the same firm represented the witness and the defendant C. holding defendants right to counsel not violated despite district court denying pretrial request by the defendant to discharge his attorney where request was made on eve of trial and was openly part of attempt to have the district judge recuse himself and delay trial D. holding that district judges failure to recuse was harmless error where the underlying question was patently clear and so there was no need to vacate the district courts decision and to remand to another district court judge to make the same clear determination E. holding that a district court judge was not required to recuse himself where the judges son was an attorney with the firm representing one of the parties because the sons salary interest as an associate is too remote to give rise to any arguable conflict

assistant: The best answer is E. holding that a district court judge was not required to recuse himself where the judges son was an attorney with the firm representing one of the parties because the sons salary interest as an associate is too remote to give rise to any arguable conflict
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: 464 U.S. 44 104 S.Ct. 385 78 L.Ed.2d 40 Luis TORRES-VALENCIAv.UNITED STATES No. 82-6848 Supreme Court of the United States November 7, 1983 On petition for writ of certiorari to the United States Court of Appeals for the Ninth Circuit. PER CURIAM. 1 In its brief opposing the petition for certiorari, the Government concedes that the District Court erroneously refused to give petitioner's character evidence instruction to the jury, but argues that the error was harmless. The Government's concession of error, as well as its harmless error argument, should be presented to the Court of Appeals in the first instance. The motion of petitioner for leave to proceed in forma pauperis and the petition for writ of certiorari are granted, the judgment of the Court of Appeals is vacated and the case is remanded to the Court of Appeals for consideration of the Government's concession of error. 2 It is so ordered. 3 Justice REHNQUIST, with whom THE CHIEF JUSTICE and Justice O'CONNOR join, dissenting. 4 This Court can only deal with a certain number of cases on the merits in any given Term, and therefore some judgment must attend the process of selection. Summary disposition is of course appropriate where a lower court has demonstrably misapplied our cases in a manner which has led to an incorrect result. Here, however, the Court chooses to summarily vacate a judgment of the Court of Appeals affirming petitioner's conviction on the ground that the government concedes that the District Court improperly failed to give an instruction tendered by petitioner. It is also conceded that petitioner fully argued to the jury his theory of the case, notwithstanding the District Court's refusal to give his proffered instructions. 5 I had thought the days of parsing a trial record to find isolated instructional errors in a charge to the jury were long gone. 28 U.S.C. § 2111 provides: 6 "On the hearing of any appeal or writ of certiorari in any case, the Court shall give judgment after an examination of the record without regard to errors or defects which do not affect the substantial rights of the parties." 7 I am confident that the Court of Appeals for the Ninth Circuit in deciding this case was well aware of this provision indeed, perhaps better aware of it than is this Court.

assistant: 1
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, consents, demands and other communications hereunder (each, a " Notice ") shall be in writing and delivered to the parties at the addresses set forth in the Underlying Agreement or to such other address as may be designated by the receiving party in a Notice given in accordance with this section. All Notices shall be delivered in accordance with Section 10.2 of the Underlying Agreement.

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: Each Lender, other than Bank of America, that is designated in connection with this credit facility as an "Arranger," "Bookrunner" or "Agent" of any kind shall have no right or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.

assistant: Titles
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: 430 U.S. 550 97 S.Ct. 1593 51 L.Ed.2d 630 Gary MANESS, petitioner,v.Louie L. WAINWRIGHT, Secretary, Florida Department of Offender Rehabilitation No. 75-6909 Supreme Court of the United States March 29, 1977 On Writ of Certiorari to the United States Court of Appeals for the Fifth Circuit. March 29, 1977. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted.

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 case excerpt and choose the best holding from the options. Case excerpt: See Mitchell, 376 S.W.3d at 838 (quoting MacFarlane v. Burke, No. 01-10-00409-CV, 2011 WL 2503937, at *3 (Tex.App.-Houston [1st Dist.] June 23, 2011, no pet.) (mem. op.). Rabatin v. Kidd, 281 S.W.3d 558 (Tex.App.-El Paso 2008, no pet;), which Johnson relies on to support her contention that the omissions did not render her authorization ineffective, is unavailing. See id. at 562. Since the El Paso court decided that case, the Texas Supreme Court has made clear that the plaintiff must provide both the statutory notice of claim and medical authorization to toll the statute of limitations in a health care liability claim. See Carreras, 339 S.W.3d at 74; see also Nicholson v. Shinn, No. 01-07-00973-CV, 2009 WL 3152111, at *5-6 (Tex.App.Houston [1st Dist.] Oct. 1, 2009, no pet.) (mem. op.) (<HOLDING>). CONCLUSION We hold that the authorization Options: A. holding that notice and authorization were ineffective to toll statute because release failed to include information on plaintiffs physicians for previous five years and portion requiring her to identify her treating physicians was also incomplete B. holding the plaintiffs failure to identify an independently created right upon which her 1983 claim rested was fatal to her claim C. holding that a defendants argument that her psr overstated the seriousness of her past conduct was not a sufficiently specific objection to the fact of her previous conviction D. holding victim waived physicianpatient privilege by authorizing her doctor to release her medical records to the department of criminal investigation because the information contained in her medical records was no longer confidential between herself and her physician E. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment

assistant: The best answer is A. holding that notice and authorization were ineffective to toll statute because release failed to include information on plaintiffs physicians for previous five years and portion requiring her to identify her treating physicians was also incomplete
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: Billy’s asthma and was a substantially contributing factor in his death. See 20 C.F.R. § 718.205(c)(2). In what is akin to a proximate cause chain-of-events argument in torts, Maxine asserts that pneumoconiosis caused Billy’s asthma and other respiratory problems. The respiratory problems, in turn, caused Billy to be treated with steroids. The steroid treatment, in turn, exacerbated his bleeding ulcer and led to the esophageal and stomach bleeding which ultimately and directly caused Billy Livermore’s death. Maxine Livermore’s causal chain-of-events argument, if proven, would entitle her to benefits because Billy Livermore’s pneumoconiosis condition hastened his death. See 20 C.F.R. § 718.205(c)(2); 20 C.F.R. § 718.201(a)(2); Peabody Coal Co. v. Director, OWCP, 972 F.2d at 183-84 (<HOLDING>) (citations omitted). However, the ALJ ruled Options: A. recognizing that any condition that hastens death qualifies as a substantially contributing cause or factor leading to death under 718205c2 B. holding that an unconstitutional act of congress has no legal effect C. holding that property owner has duty to keep real property in reasonably safe condition for invitees or to warn of any hazard D. holding applicable the directors interpretation of 20 cfr 718205c2 to mean anything that has an actual or real share in producing an effect and that any condition which hastens death fits this description E. holding that the language equally share and share alike indicates an intention to make a per capita distribution or an equal division among the number of individuals named

assistant: The best answer is D. holding applicable the directors interpretation of 20 cfr 718205c2 to mean anything that has an actual or real share in producing an effect and that any condition which hastens death fits this description
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: Inc., 189 F.3d 460, 1999 WL 627613, at *1 (2d Cir. Aug. 5, 1999) (unpublished opinion) (affirming a verdict that awarded damages for future medical expenses and lost wages but not for future pain and suffering, and noting that “the evidence could have led the jury reasonably to conclude that future medical treatment would ultimately control the pain”); Hinkle v. Waddell, 945 F.2d 404, 1991 WL 191546, at *2 (6th Cir. Sept. 27, 1991) (unpublished opinion) (“There can be no blanket rule that if a jury grants future medical expenses they must automatically make an award for pain and suffering related thereto,” quoting Am[.] States Ins. v. Audubon Country Club, 650 S.W.2d 252, 254 (Ky. 1983)); Litras v. Long Island R.R., 02 Civ. 5168(SLT), 2006 WL 1455466, at *10 (E.D.N.Y. May 23, 2006) (<HOLDING>); Trinidad v. Am[.] Airlines, Inc., 93 Civ. Options: A. holding that jury could not logically award all costs for the surgery and no damages for future pain and suffering B. recognizing as an element of pain and suffering C. holding that a jury cannot award damages for medical expenses and lost wages without also awarding damages for pain and suffering where the plaintiff was injured due to the defendants negligence D. holding that prejudgment interest may properly be added to damage awards for past lost wages medical expenses that have been incurred and past pain and suffering but not future loss of earnings future medical expenses andor future pain and suffering E. holding that the alleged inconsistency between the awarding of future medical expenses and the failure to award damages for future pain and suffering could be readily resolved and did not require a new trial

assistant: The best answer is E. holding that the alleged inconsistency between the awarding of future medical expenses and the failure to award damages for future pain and suffering could be readily resolved and did not require a new 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 legal provision and list the applicable contract clause categories. Provision: The initial term (the “ Initial Term ”) of this Agreement (the Initial Term, together with any Renewal Term, the “ Term ”) shall commence on the date the Lease Initial Term under the Lease commences in accordance with its terms and shall expire on the date the Lease Initial Term expires under the Lease, unless terminated earlier in accordance with the express terms of Section 16.2 of this Agreement. The Initial Term of this Agreement shall automatically extend (any such extension, a “ Renewal Term ”) upon the commencement of any Lease Renewal Term under the Lease and shall expire on the date such Lease Renewal Term expires under the Lease, unless terminated earlier in accordance with the express terms of Section 16.2 of this Agreement. Any Renewal Term of this Agreement shall automatically further extend upon the commencement of any additional Lease Renewal Term under the Lease and shall expire on the date such Lease Renewal Term expires under the Lease, unless terminated earlier in accordance with the express terms of Section 16.2 of this Agreement. Upon the commencement of any Renewal Term, unless otherwise agreed by each of Manager, Tenant, Landlord and Lease Guarantor expressly in writing, this Agreement, and all terms, covenants and conditions set forth herein, shall be automatically extended to the expiration or earlier termination of such Renewal Term in accordance with the express terms of Section 16.2 of this Agreement.

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: the railroad employees’ and community concerns about noise exposure and balanced those concerns with the safety rationale of audible warning devices. Furthermore, like the speed regulations addressed in Easterwood, state statutes which promulgated maximum decibel levels could vary from state to state as could jury verdicts, defining maximum decibel levels. These varying rulings would undercut the Congressional goal of national uniformity. See Thirkill v. J.B. Hunt Transp., Inc., 950 F.Supp. at 1107 (citing 49 U.S.C. § 20106, entitled “National uniformity of regulation” under which Congress promotes a policy of national uniformity of laws, rules, regulations, orders and standards relating to railroad safety); see also Law v. General Motors Corp., 114 F.3d 908, 909-11 (9th Cir.1997) (<HOLDING>). More important, differing regulations or Options: A. recognizing a selfevaluative privilege to railroad companys investigation of an accident in light of the publics stake in the improvement of railroad safety B. holding that federal law establishes the applicable standards of care in the field of aviation safety generally and thus preempts the entire field from state regulation C. holding that it has long been settled that congress intended federal law to occupy the field of locomotive equipment and safety particularly as it relates to injuries suffered by railroad workers in the course of their employment and that this broad preemptive sweep is necessary to maintain uniformity of railroad operating standards across state lines D. holding that where train speed and locomotive design complied with federal regulations railroad employees fela claims were preempted by the frsa since congress has established a policy of national uniformity of laws rules regulations orders and standards E. holding that reinstatement of the grievant a railroad employee terminated for drug and alcohol use violated the welldefined and dominant public policy against a railroads employment of individuals whose impaired judgment due to the use of drugs or alcohol could seriously threaten public safety and placed the railroad at risk of violating the federal railroad administration regulations

assistant: The best answer is C. holding that it has long been settled that congress intended federal law to occupy the field of locomotive equipment and safety particularly as it relates to injuries suffered by railroad workers in the course of their employment and that this broad preemptive sweep is necessary to maintain uniformity of railroad operating standards across state lines
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 conduct for which Sassano is being sued could not have been taken in his capacity as a nominal officer of Wealth Management. The court disagrees. As explained above, Sassano did not hold his title with Wealth Management. He held his title with CIBC, which is a registered broker-dealer. CIBC's argument fails for that reason alone. 96 . 888 A.2d 204, 215 (Del.2005). 97 . See Pl.’s Tr. Ex. 8; Manual at 26. 98 . Def.’s Tr. Ex. 1. 99 . Sassano was wholly successful in this litigation, and is therefore entitled to all reasonable fees he incurred in bringing it. See Bylaws, Article IX (stating World Markets will indemnify Sassano “to the full extent permitted by the laws of the State of Delaware ... ”); see also Fasciana v. Electronic Data Sys. Corp., 829 A.2d 178, 184 (Del.Ch.2003) Options: A. holding that the employer was entitled to an order requiring the claimants counsel to repay the erroneously awarded litigation costs B. holding that federal rule of civil procedure 11 was not a feeshifting provision because rule 11 sanctions 1 were not tied to the outcome of the litigation instead turning on whether a specific filing was well founded and 2 shifted the costs of a discrete portion of the litigation rather than the litigation as a whole C. recognizing a defendants right to appeal when a court fails to award litigation expenses in a condemnation action D. holding that a plaintiff awarded advancement after litigation should only be entitled to an indemnification of those expenses reasonably proportionate to the level of success he achieved in the litigation E. holding res judicata did not bar current litigation when prior litigation between the parties involved one breach of obligation under a joint venture agreement and instant litigation was based upon a different cause of action from a subsequent interference with the same agreement

assistant: The best answer is D. holding that a plaintiff awarded advancement after litigation should only be entitled to an indemnification of those expenses reasonably proportionate to the level of success he achieved in the litigation
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: held that a minor’s cause of action against a defendant, who was added two years after the original complaint was filed, was not barred by the statute of limitations, even though the minor’s legal guardian timely filed the original complaint. Brooks v. Gunn, 667 S.W.2d 499, 501 (Tenn.Ct.App.1984). The court explained that because the minor was still under the disability of minority under Tennessee Code An notated section 28-1-106, “the statute of limitations in a situation [such] as this has not begun to run against the minor. If the statut 185 (1976) (adopting majority rule that appointment of guardian does not commence running of statute of limitations tolled on account of infancy or incompetence); Tzolov v. Int’l Jet Leasing, Inc., 232 Cal.App.3d 117, 283 Cal.Rptr. 314, 317 (1991) (<HOLDING>); Morgan v. Amerada Hess Corp., 357 So.2d 1040, Options: A. holding that appointment of guardian over incompetent adult does not remove legal disability so as to halt tolling and commence running of statute of limitations B. recognizing that the person appointed as a guardian ad litem may not have interest adverse to those of the ward C. holding that tolling statute applicable to incompetent plaintiffs continues in effect in spite of appointment of guardian ad litem D. holding that washingtons statute tolls the statute of limitations for a legally incompetent person notwithstanding the appointment of a guardian this is so because the right to the tolling statute vests in the incompetent person not in the guardian from this premise it follows that the guardians subsequent actions on the incompetent persons behalf should have no additional effect upon the statute of limitations unless they result in res judicata E. recognizing that upon request a district court may remove the guardian ad litem andor appoint another guardian ad litem to protect the childrens interests

assistant: The best answer is C. holding that tolling statute applicable to incompetent plaintiffs continues in effect in spite of appointment of guardian ad litem
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 benefit payable under this Agreement may be assigned, transferred, pledged or otherwise encumbered by Employee, or subjected to any legal process for the payment of any claim against Employee. Company's rights and obligations under this Agreement may be assigned at the Company's discretion to any successor or assign. Any successor or assign of Company is authorized to enforce all terms of this Agreement as if the name of such successor or assign replaces Company throughout this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: termination proceedings relating to S.L.A.D. and did not complete the Family Service Plan for either S.L.A.D. or K.N.D. that attempted to help her gain employment and stable housing. See Tex. Fam.Code Ann. § 261.001(4)(B)(iii) (Vernon Supp.2012) (providing that neglect encompasses “the failure to provide a child with food, clothing, or shelter necessary to sustain the life or health of the child, excluding failure caused primarily by financial inability unless relief services have been offered and refused ”) (emphasis added); In re S.D., 980 S.W.2d 758, 763 (Tex.App.-San Antonio 1998, pet. denied) (subjecting child to life of uncertainty and instability endangers child’s physical and emotional well-being); In re V.V., 349 S.W.3d 548, 554 (Tex.App.-Houston [1st Dist.] 2010, pet. denied) (<HOLDING>) (quoting A.V., 113 S.W.3d at 361). Finally, Options: A. holding that our citizenry accords parental rights only to those fit to accept the accompanying responsibilities B. recognizing that the probate court may determine issues of parental rights and responsibilities as they relate to the guardianship proceeding in which they arose C. recognizing this substantial interest in context of termination of parental rights D. holding parental rights are constitutionally protected fundamental interest E. holding that a father who impregnated his childs mother in the usual and customary manner after signing a preconception agreement to forego parental responsibilities was not merely a sperm donor and thus was not statutorily bound to give away his parental rights

assistant: The best answer is A. holding that our citizenry accords parental rights only to those fit to accept the accompanying responsibilities
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: Receipt by the Administrative Agent and the Lenders of (i) the Audited Financial Statements, (ii) pro forma projections of financial statements (balance sheet, income and cash flows) for each of the following four (4) fiscal quarters of the Consolidated Parties and each of the following three (3) fiscal years of the Consolidated Parties, and (iii) such other information relating to the Consolidated Parties as the Administrative Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in Shipping Corp. of India — when structuring their transactions, the Supreme Court has held that a reliance interest is insufficient to overcome the presumption of retroactivity set forth in Harper. Reynoldsville Casket Co. v. Hyde, 514 U.S. 749, 753-54, 115 S.Ct. 1745, 131 L.Ed.2d 820 (1995). Accordingly, the presumption of retroactivity set forth in Harper applies in this case. 8 . It is well-established that a party can waive its right to challenge the district court’s personal jurisdiction over it. See Fed.R.Civ.P. 12(h)(1) ("A party waives a[] defense [of lack of personal jurisdiction] by ... failing to either: (i) make it by motion ... or (ii) include it in a responsive pleading .... ”); see also Datskow v. Teledyne, Inc., Cont’l Prods. Div., 899 F.2d 1298, 1303 (2d Cir.1990) Options: A. holding that waiver of interest was proper where there had been a long delay in the enforcement action B. holding that a delay in challenging personal jurisdiction may result in waiver C. holding that participating in the litigation on the merits does not result in a waiver of personal jurisdiction when the participation comes at the direction of the district judge after having raised the defense in a timely fashion D. holding waiver did not preclude rule 32d motion challenging validity of waiver due to ineffective assistance of counsel E. holding that unlike subject matter jurisdiction personal jurisdiction may be waived

assistant: The best answer is B. holding that a delay in challenging personal jurisdiction may result in waiver
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: abused its discretion.” Oravec v. Sunny Isles Luxury Ventures, L.C., 527 F.3d 1218, 1231 (11th Cir.2008). The district court “has discretion to deny leave to amend ... when the moving party offers no adequate explanation for a lengthy delay.” In re Engle Cases, 767 F.3d 1082, 1119 (11th Cir.2014). Witt’s motion was submitted a year after the action was initially filed and lacked any supporting explanation for why leave should have been granted. Her thread bare request failed to state why justice required the opportunity to submit a fourth version of her complaint. As we see it, the district court did not clearly abuse its discretion by denying leave to amend. Moreover, Witt’s proposed amendment was futile. See Hubbard v. BankAtlantic Bancorp, Inc., 688 F.3d 713, 716 (11th Cir.2012) (<HOLDING>) “Because justice does not require district Options: A. recognizing that this court may affirm on any ground supported by the record even if it differs from the reasoning of the district court B. holding that we may affirm a district court if its holding was right for any reason C. holding this court may affirm on any grounds supported by the record even if different from the district courts grounds D. recognizing this court may affirm for any reason supported by the record E. recognizing ability to affirm for any reason that finds support in record

assistant: The best answer is D. recognizing this court may affirm for any reason supported by the record
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: As a condition of the granting of the Performance Shares, the Employee agrees for himself and his legal representatives, that any dispute or disagreement which may arise under or as a result of or pursuant to this Agreement shall be determined by the Committee in its sole discretion, and any interpretation by the Committee of the terms of this Agreement shall be final, binding and conclusive.

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: 722, 724 (3d Cir.2009) ("If it is necessary to determine the amount of damages or to establish the truth of any averment by evidence, the court may conduct a hearing." (emphasis added and internal quotation marks omitted in Rainey) (quoting Durant v. Husband, 28 F.3d 12, 15 (3d Cir.1994) (quoting Fed.R.Civ.P. 55(b)(2)))). 9 ."Delay in realizing satisfaction on a claim rarely serves to establish the degree of prejudice sufficient to prevent the opening [of] a default judgment” in favor of a defendant who has appeared, Feliciano v. Reliant Tooling Co., Ltd., 691 F.2d 653, 656-57 (3d Cir.1982) (emphasis added), but the standard must apply differently when the district court is evaluating whether to grant default judgment against an absent defendant. Cf. Chamberlain, 210 F.3d at 164 (<HOLDING>). See also infra note 11. 10 . See Chamberlain, Options: A. holding that default judgment was not warranted where the defendant answered late but answered B. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact C. holding 1 that where a defendant who previously answered does not appear for trial a plaintiffs only remedy is to make a motion with the court to continue with that trial 2 that entry of default is not authorized and 3 that the hearing held under such circumstances is uncontested as distinguished from a default hearing 1 quoting warden v lamb 98 calapp 738 277 p 867 868 1929 D. holding that on appeal a nonmovant need not have answered or responded to the motion for summary judgment to contend that the movants summaiy judgment proof is insufficient as a matter of law to support summary judgment E. holding that a motion to dismiss or for summary judgment precluded default judgment

assistant: The best answer is A. holding that default judgment was not warranted where the defendant answered late but answered
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 representations and warranties contained in Article VI shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Extension of Credit and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, shall (x) with respect to representations and warranties that contain a materiality qualification, be true and correct as of such earlier date and (y) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.2(a) , the representations and warranties contained in Section 6.1(o) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.1(b) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized and outstanding capital stock of the Company and all outstanding rights to acquire or receive, directly or indirectly, any equity of the Company and Subsidiaries as of the date of this Agreement (not including the Securities) are set forth on Schedule 3(d) . Except as set forth on Schedule 3(d) , there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or granting any right to subscribe for any shares of capital stock or other equity interest of the Company or any of the Subsidiaries. Schedule 3(d) .

assistant: Capitalization
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: parameters. (emphasis added). In other words, the court had the option to either impose the punishment it originally assessed before granting appellant probation, Guzman v. State, 923 S.W.2d 792, 799 (Tex.App.—Corpus Christi 1996, no pet.), or reduce the punishment originally assessed. From the foregoing, we make several observations. First, appellant’s punishment was previously determined and assessed under section 3(a). Indeed, had punishment not been assessed, the court’s authority to simply reimpose punishment following revocation, as allowed by section 23(a), would make little sense. Second, since punishment was already assessed, it follows that appellant already had the opportunity to present evidence on the matter. See Borders v. State, 846 S.W.2d 834,835-36 (Tex.Crim.App.1992) (<HOLDING>). To the extent that the appellant had the Options: A. holding that the trial judges failure to admonish the appellant regarding the range of punishment was harmless because the record was replete with statements by the parties concerning the punishment range and because there was nothing in the record to indicate that the appellant was unaware of the range of punishment B. holding that civil settlements have no bearing on decisions of criminal punishment and imposition of a restitution order is a form of punishment and part of a criminal sentence C. holding that article 3707 section 3 of the code of criminal procedure requires the trial court to give a defendant opportunity to present evidence regarding punishment after it has found the particular defendant guilty and before punishment is assessed D. holding that trial courts failure to give reasonabledoubt instruction sua sponte during punishment phase for extraneous offenses offered during punishment was harmless error in part because the jury assessed punishment far below maximum available despite states plea for maximum E. holding that defendant has right to trial by jury before conviction of contempt punishable by severe punishment

assistant: The best answer is C. holding that article 3707 section 3 of the code of criminal procedure requires the trial court to give a defendant opportunity to present evidence regarding punishment after it has found the particular defendant guilty and before punishment is assessed
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 terms of the licenses and other grants of rights (and related obligations) under this Agreement (the “ Term ”) shall remain in effect (a) to the extent with respect to the Patents licensed hereunder and Licensed Copyrights, on a Patent-by-Patent and Licensed Copyright-by-Licensed Copyright basis, until expiration, invalidation or abandonment of such Licensed Patent or Licensed Copyright (as applicable), (b) to the extent with respect to any Licensed Know-How, until such Licensed Know-How no longer constitutes Confidential Information; provided that , after expiration of the Term with respect to any Licensed Know-How, the licenses granted hereunder to such Know-How shall survive such expiration in perpetuity, and (c) with respect to Business Software and AgCo Licensed Standards, in perpetuity. Notwithstanding the foregoing and anything to the contrary herein, the licenses granted in Section 2.3 and rights and obligations of the Parties to the extent with respect thereto shall terminate on a Product-by-Product basis upon termination of the applicable Manufacturing Product Agreement with respect to such Product.

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: process of discovery in the lawsuit. In other words, Stroud appears to believe that the statute of limitations merely requires him to litigate his claims to completion within two years of receiving discovery materials that he believes prove his claim. The Court understands that Stroud is proceeding pro se and therefore may be entirely sincere in this misapprehension. It is nonetheless still a misapprehension. A statute of limitations limits the time for bringing a civil lawsuit based on the date when the claim accrued, which, in this case, is the date Stroud discovered — meaning realized — that he had reasonable grounds to believe he had a cause of action. BLACK’S LAW DICTIONARY 1451 (8th ed.2004); see also Cintron-Luna v. Roman-Bultron, 668 F.Supp.2d 315, 320 (D.Puerto Rico 2009) (<HOLDING>). Litigants rarely have all the evidence Options: A. holding that the statute of limitations period begins to run when the allegedly discriminatory pension plan is applied to the plaintiffs and leaving determination of the actual date the statute begins to run on each claim to the district court B. holding that the statute of limitations begins to run under federal law when plaintiffs knew or should have known of the injury which forms the basis of their claims C. holding that the statute of limitations begins to run on the date the alleged malpractice is discovered D. holding that statute of limitations for antitrust claim begins to run at time of accrual notwithstanding plaintiffs ignorance of facts giving rise to claim E. holding that fcra statute of limitations begins to run when a consumer discovers the facts giving rise to his claims

assistant: The best answer is E. holding that fcra statute of limitations begins to run when a consumer discovers the facts giving rise to his claims