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: a sentence, and of the judicial power to impose it, are the elements of the crime for the purposes of the constitutional analysis.” Harris v. United States, 536 U.S. 545, 567,122 S.Ct. 2406, 2419, 153 L.Ed.2d 524, 544 (2002); see also Ring v. Arizona, 536 U.S. 584, 605, 122 S.Ct. 2428, 2441, 153 L.Ed.2d 556, 574 (2002) (stating government’s “characterization of a fact or circumstance as an ‘element’ or a ‘sentencing factor’ is not determinative” of what constitutional protections apply). More recently, the Court defined what the “statutory maximum” penalty was for purposes of determining whether a fact considered at sentencing was an “element” required to be submitted to the jury. See Blakely v. Washington, 542 U.S. 296, 124 S.Ct. , 125 S.Ct. 738, 749, 160 L.Ed.2d 621, 642-43 (2005) (<HOLDING>). IV. Discussion. The State challenges the Options: A. holding that there is no sixth amendment right to jury sentencing B. holding that the mandatory nature of the united states sentencing guidelines resulted in violations of the sixth amendment right to a jury trial and rendering the guidelines advisory C. holding federal sentencing guidelines are subject to jury trial requirements of sixth amendment D. holding the sixth amendment right to a jury trial applies to the states through the fourteenth amendment E. holding that if a jury is to be provided the defendant at capital sentencing regardless of whether the sixth amendment requires it the jury must stand impartial and indifferent to the extent commanded by the sixth amendment

assistant: The best answer is C. holding federal sentencing guidelines are subject to jury trial requirements of sixth amendment
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: had any role in the content provided on Virginia Tile’s website — in fact, Blanke Germany was not even listed on the website, which weakens the argument further. See Burger King Corp., 471 U.S. at 475, 105 S.Ct. 2174 (explaining that the defendant himself must create the contact with the forum state). Second, Tile Unlimited provided Virginia Tile’s website information from January 15, 2014, the date counsel “last visited” the website. See R. 253 at n.3. Whatever information was on the website in 2014 has no bearing on Blanke Germany’s contacts with Illinois in 2008 when Tile Unlimited allegedly purchased Uni-Mat from Virginia Tile and when the product was installed. See Robinson v. Automa, S.p.A., No. 2:13-cv-02305-GMN-PAL, 2014 WL-, 2014 U.S. Dist. LEXIS, at *32 (D.Nev. Apr. 17, 2014) (<HOLDING>). If that was the totality of Blanke Germany’s Options: A. holding that a felony of criminal recklessness was not a crime of violence under 16b because it does not require any purposeful conduct and does not necessarily create a risk that force may be used as a means to an end during the commission of the offense B. holding minimum contacts were necessary for personal jurisdiction over defendant C. holding that the burden is on the party seeking to exercise jurisdiction by clearly alleging facts sufficient to establish jurisdiction D. holding that single substantial act can support exercise of personal jurisdiction E. holding that postincident conduct does not establish the purposeful availment necessary to exercise personal jurisdiction

assistant: The best answer is E. holding that postincident conduct does not establish the purposeful availment necessary to exercise personal 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: THIS THIRD Amendment AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD Amendment SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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: This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company, excluding the Change in Control Agreement. It may be changed only by an agreement in writing signed by both parties hereto.

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: rights is inadequate; and (2) the Court should exercise its authority to deem the NOA filed with the Court on the date it was misfiled with the Secretary. 1. Notice of Appellate Rights. I agree with the majority that the appellant fails to demonstrate that the notice of appellate rights provided in this case was so confusing to the appellant that it failed to serve its purpose. Certainly, the appellant established that the notice of appellate rights is confusing, but in his own words he admitted that he erred in mailing his NOA to the correct address, in part, due to his “haste,” and, ultimately, he was able on review to discern the requirement to file his NOA with the Court (albeit, only after calling the Court and being so informed). Bethea v. Derwinski, 2 Vet.App. 252, 255 (1992) (<HOLDING>); see also Irwin, supra at 134 (stating that Options: A. holding that an appellant bears the burden of demonstrating error on appeal B. holding that defendant bears burden at punishment phase to prove issue of sudden passion by preponderance of evidence C. holding that appellant bears burden of establishing jurisdiction by a preponderance of the evidence D. holding defendant bears burden of establishing affirmative defense of official immunity E. recognizing that the defendant bears the burden of establishing that plain error was prejudicial

assistant: The best answer is C. holding that appellant bears burden of establishing jurisdiction by a preponderance of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant, or condition of this Agreement (the "Provision") is held by an arbitrator or a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and in no way shall be affected, impaired, or invalidated. If possible, the Provision shall remain in effect but shall be modified by the court or arbitrator only to the extent necessary to make it reasonable.

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 case excerpt and choose the best holding from the options. Case excerpt: hold that a court of appeals may not award a new trial on the basis of an erroneous eviden-tiary decision” in the absence of a post-verdict motion. Fuesting v. Zimmer, Inc., 448 F.3d 936, 939 (7th Cir.2006). Likewise, in Metcalf v. Bochco, 200 Fed.Appx. 635, 637 n. 1 (9th Cir.2006), the Ninth Circuit stated that Unitheim "deals with the specific situation of a party’s failure to renew, post-verdict, a Rule 50 motion challenging the sufficiency of the evidence in a civil jury trial” and reasoned that "Unitherm is inapposite” to Metcalf's case because the appellants did not "challenge the sufficiency of the evidence on appeal.” 3 . Our circuit has repeatedly accepted such claims of retaliation for taking FMLA leave. See, e.g., Arban v. West Publ’g Corp., 345 F.3d 390, 403 (6th Cir.2003) (<HOLDING>); Wysong v. Dow Chemical Co., 503 F.3d 441, Options: A. holding that employers oral denial of plaintiffs request for fmla leave showed interference B. holding that 825220c is a reasonable interpretation of the statutes prohibition on interference with and restraint of employees rights under the fmla 2615a1 and that the labor departments conclusion that employer use of the taking of fmla leave as a negative factor in employment actions violates the act is a reasonable one C. holding that an employee who did not present evidence that she could have returned to work prior to the expiration of her fmla leave allowance was not entitled to additional leave merely because her employer had not properly provided her with notice that the leave was designated as fmla leave D. holding that there was sufficient evidence to support the jurys conclusion that west retaliated against arban for taking leave under the fmla E. holding that employee who exceeded fmla leave was subject to immediate discharge on the very first workday that he was both absent from work and no longer protected by the fmla

assistant: The best answer is D. holding that there was sufficient evidence to support the jurys conclusion that west retaliated against arban for taking leave under the fmla
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: appeals.” TEX. Gov’t.Code § 22.002(a). 4 . See Nat’l Med. Enters. v. Godbey, 924 S.W.2d 123, 133 (Tex.1996) (disqualification of counsel); Able Supply Co. v. Moye, 898 S.W.2d 766, 772 (Tex.1995) (denial of discovery); TransAmerican Natural Gas Corp. v. Flores, 870 S.W.2d 10, 12 (Tex.1994) (outcome determinative sanctions). 5 . The Court recites that the expert reports at issue addressed the claims of 224 patients. However, only ten patients were real parties when the petition was filed in this Court and only eight patients remain in this proceeding. 6 . It remains an open question whether a denial of a motion to dismiss under the MLIIA’s expert report requirement is reviewable on appeal after a final judgment on the merits. See Villafani v. Trejo, 251 S.W.3d 466, 471 n. 2 (Tex.2008) (<HOLDING>). 7 . The Legislature has the authority to make Options: A. holding that pure issue of law is preserved by motion for summary judgment and is reviewable after final judgment B. holding that the boards denial of a motion to reopen is reviewable by the federal courts of appeals C. holding that the courts denial of either a motion to dismiss or a motion for summary judgment is not a final judgment and is not reviewable D. holding the denial of a motion for summary judgment on an issue which is later submitted to the jury is not reviewable E. holding that the denial of a motion to dismiss under the mliia is reviewable after a nonsuit but noting that a motion for sanctions under the mliia may not always be reviewable on appeal after a final judgment

assistant: The best answer is E. holding that the denial of a motion to dismiss under the mliia is reviewable after a nonsuit but noting that a motion for sanctions under the mliia may not always be reviewable on appeal after a final judgment
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 13, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Borrower an Assignment and Assumption. The assignee, if it shall not be a Lender or an Affiliate of a Lender, shall deliver to the Borrower an Administrative Questionnaire.

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: cases where no murder occurs, would turn around and not intend to impose cumulative punishments in cases where there are actual murder victims. Third, §§ 2113(a) and (e) and §§ 924(c) and (j) were clearly designed for different purposes: the armed robbery statute was designed to punish those who take money from banks by force or violence, whatever the means, and the firearm statute was designed to punish those who use or carry firearms during violent crimes, whatever the underlying crime. We therefore conclude, notwithstanding our assumption of the likely failure of the two statutes to pass the Blockburger test, that Congress fully and clearly intended to permit cumulative punishments for violations of § 2113 and § 924(j). See United States v. Kragness, 830 F.2d 842, 864 (8th Cir.1987) (<HOLDING>). We also reject Allen’s proposed reliance on Options: A. holding that conspiracies can serve as predicate acts for a rico conspiracy B. recognizing the two different types of conspiracies under the federal statute C. holding that congress intended to allow multiple punishments for rico conspiracies and conspiracies to commit the underlying predicate offense even though the offenses were the same under the blockburger test D. holding that because the ultimate question is legislative intent the blockburger test cannot authorize two punishments where the ljegislature clearly intended only one E. holding that 1962d does not violate the principle prohibiting conviction of multiple conspiracies under an indictment charging a single conspiracy

assistant: The best answer is C. holding that congress intended to allow multiple punishments for rico conspiracies and conspiracies to commit the underlying predicate offense even though the offenses were the same under the blockburger test
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: — or limit — the issue of whether a transfer of income may be considered when a community spouse resource allowance adjustment is contemplated under § 1396r-5(e)(2)(C). Second, the attribution of income provisions upon which the district court relied do not, by their very terms, apply to subsection (e)(2)(C). Those income provisions apply “in determining the income of an institutionalized spouse or community spouse for purposes of the post-eligibility income determination described in subsection (d).” 42 U.S.C. § 1396r-5(b)(2); see also Cleary v. Waldman, 959 F.Supp. 222, 232 (D.N.J.1997). Accordingly, subsections (b) and (d) do not provide guidance for the revision of the community spouse resource allowance pursuant to subsection (e)(2)(C). In light of the for ary, 959 F.Supp. at 232 (<HOLDING>), and Thomas, 682 N.E.2d at 879 (same); see Options: A. holding erisa plan interpretation is simply one of contract interpretation B. holding that incomefirst approach is permissible interpretation of mcca C. holding that bop interpretation of 922g1 as a crime of violence is permissible construction of 3621e2b and limiting the holding of johnson to the interpretation of sentencing guidelines D. holding that massachusetts incomefirst approach was a valid interpretation of 1396r5 E. holding that no discovery is permissible in similar circumstances

assistant: The best answer is B. holding that incomefirst approach is permissible interpretation of mcca
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 Borrower will, and will cause each of its respective Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and damage by casualty excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Loan Party will comply (i) in all material respects with all applicable Sanctions and (ii) with all other Applicable Laws (including, but not limited to, ERISA, Environmental Laws (including, but not limited to, not releasing or disposing of any Contaminants except in compliance with all Environmental Laws), FLSA, OSHA, all Environmental Permits, and the orders, writs, injunctions, decrees or directives of any Governmental Authority applicable to it or to its business or property, in the case of all Applicable Laws other than Sanctions, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of [the defendant’s] business.” Id. (quoting Armco Steel Co., L.P. v. CSX Corp., 790 F.Supp. 311, 320 (D.D.C.1991)). However, physical presence in the District is not a prerequisite to finding that a defendant transacted business here “if the defendant’s conduct is aimed at or has an effect in the forum state.” GTE New Media Servs. Inc. v. BellSouth Corp., 199 F.3d 1343, 1349 (D.C.Cir.2000) (quoting Panavision Int’l, L.P. v. Toeppen, 141 F.3d 1316, 1321 (9th Cir.1998)). But, the Circuit Court held in GTE that conclusory allegations by the plaintiff that it lost revenue as a consequence of the defendant’s actions that occurred outside the District of Columbia are insufficient to show an effect in the District. Id.; see also United States v. Ferrara, 847 F.Supp. 964, 967-68 (D.D.C.1993) (<HOLDING>). In order for the plaintiffs’ claims to arise Options: A. holding that impact in the district resulting from the defendants conduct that occurred outside the district must be deliberate not incidental B. holding that the district courts error in calculating the amount of drugs at issue was harmless because the error had no impact on the defendants sentence C. holding that only a district judge in the charging district and not a magistrate judge in that district may review the release order of a magistrate judge in the arresting district D. holding that special damages must be shown to be reasonable and necessarily resulting from accident E. holding that the district court was permitted to find conduct that had been acquitted by the jury when determining the defendants sentence

assistant: The best answer is A. holding that impact in the district resulting from the defendants conduct that occurred outside the district must be deliberate not incidental
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: Mr. Handy with a deadly weapon, thereby proximately causing his death .... (Emphasis added). Also, in recapping its instructions on second degree murder, the trial court stated the following: If you find from the evidence beyond a reasonable doubt that on or about December 19th of 2003 [defendant], acting by himself or together with others, intentionally and with malice . . . wounded Mr. Handy with a deadly weapon, thereby proximately causing Mr. Handy’s death, it would be your duty to return a verdict of guilty to second-degree murder. (Emphasis added). We hold that the trial court’s lapse in stating “with a deadly weapon” when describing the State’s theory as to the element of malice did not prejudice defendant. See State v. Perez, 182 N.C. App. 294, 300, 641 S.E.2d 844, 849 (2007) (<HOLDING>). Accordingly, this assignment of error is Options: A. holding appellate courts must consider the trial courts jury charge as a whole B. holding that because trial court actually gave part of a jury charge that appellant claimed was improperly omitted and because remainder of courts charge adequately defined one of the legal terms at issue the courts jury charge taken as a whole was not misleading and did not constitute reversible error C. holding that although portion of trial courts jury charge was inapplicable any error in providing it was harmless in light of the fact that charge considered as a whole was not likely to confuse or mislead the jury D. holding that whether a jury charge comments on weight of evidence is determined by looking at the jury charge as a whole not isolated statements E. holding that where the charge viewed as a whole contextually leaves no reasonable cause to believe the jury was misled there was no prejudicial error

assistant: The best answer is E. holding that where the charge viewed as a whole contextually leaves no reasonable cause to believe the jury was misled there was no prejudicial error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At Unisys’ request, you agree, to the extent permitted by law, to assist, consult with, and cooperate with Unisys in any litigation, investigation, administrative procedures, or legal proceedings or inquiries that involve Unisys, either now existing or which may hereafter be instituted by or against Unisys, including, but not limited to, engaging in interviews related to Unisys’ investigations, appearing upon Unisys’ reasonable request as a witness and/or consultant in connection with any litigation, investigation, administrative procedures, or legal proceedings or inquiries, and meeting in advance with Unisys and its representatives to prepare for any such appearance or any appearance by you at any such proceeding compelled by law. In addition, at Unisys’ request, you agree to provide information regarding your ownership of securities issued by Unisys to the extent such information is required to be disclosed by Unisys pursuant to any law or regulation. To the extent permitted by applicable law, Unisys will reimburse you for the reasonable legal fees and reasonable out-of-pocket expenses, if any, that you incur in connection with any such cooperation; provided, that such counsel is selected by Unisys or approved by Unisys.

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 case excerpt and choose the best holding from the options. Case excerpt: namely that no party requests an administrative review of an unrelated third party.” PL Br. 11. In this case that party would be Stelco, the producer from whom Parkdale purchased the merchandise. PI. Br. 11. Parkdale argues that as a result of the Reseller Policy, "it no longer had reasonable protection against additional liability through automatic liquidation, because instead of needing only to rely upon a condition that had always occurred in the past (that nobody requests an administrative review of Parkdale), Parkdale also had to hope for something much less probable (that nobody would request an administrative review of Stelco).” PL Br. 11. 6 . “No one has a legal right to the maintenance of an existing rate or duty.’’ Norwegian Nitrogen Prods., 288 U.S. at 318, 53 S.Ct. 350 (<HOLDING>). 7 . 19 C.F.R. § 351.212 provides: Unlike the Options: A. holding that a showing of a change in circumstances that is or is likely to be beneficial to the child may also warrant a change in custody B. holding that a change of venue has no affect on the applicable state law and that change of venue is but a change of courtrooms C. holding that congress or congressional committees failure to give notice to parties affected by proposed change in tariff laws would not affect validity of change and that hearing cannot be demanded as of right D. holding court cannot change custody without showing that change is in best interests of child E. holding that hearing officers noting the parties agreement did not constitute a change in the parties legal relationship

assistant: The best answer is C. holding that congress or congressional committees failure to give notice to parties affected by proposed change in tariff laws would not affect validity of change and that hearing cannot be demanded as of right
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: Effective at and after the Closing, the Company hereby indemnifies and holds harmless each Purchaser, its affiliates and its and their respective directors, officers, employees, agents, successors and assigns against and from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “ Losses ”), incurred or suffered by such Persons arising out of any misrepresentation or breach of any representation or warranty (with the amount of Losses being determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard) or breach of any covenants or agreements by the Company under this Agreement or the other Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, and shall cause each Secured Guarantor to, keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Agent. All property policies shall have a lender’s loss payable endorsement showing Agent as sole lender’s loss payee and waive subrogation against Agent, and all liability policies shall show, or have endorsements showing, Agent as an additional insured. No other loss payees may be shown on the policies unless Agent shall otherwise consent in writing. If required by Agent, all policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Agent at least thirty (30) days’ (ten (10) days’ for non-payment of premium) notice before canceling, amending, or declining to renew its policy. At Agent’s request, Borrower shall deliver certified copies of all Borrower’s and the Secured Guarantors’ insurance policies and evidence of all premium payments. If Borrower or any Secured Guarantor fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Agent, Agent may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Agent deems prudent. Borrower and each Secured Guarantor hereby waives any rights against Agent and Lenders for any property damages or claims to the extent the same is insured or required to be insured hereunder.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: use any robots , spider , crawler , scraper or other automated means or processes to access , collect data or other content from or otherwise interact with the airbnb platform for any purpose ;

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: No fractional shares of Common Stock are to be issued upon the exercise of this Right, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Right Shares upon exercise of this Right.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: A court may take judicial notice of relevant facts in the context of a Rule 12(b)(6) motion. Under Rule 201(b)(2) of the Federal Rules of Evidence (“FRE”), a court may judicially notice a fact not subject to reasonable dispute when the fact “can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” Fed. R. Evid. .201(b). For example, a court may take judicial notice of “public disclosure documents required by law to be filed.” Kramer v. Time Warner Inc., 937 F.2d 767, 774 (2d Cir. 1991). Judicial notice may also occur at any stage of a proceeding. Fed. R. Evid. 201(d). In applying FRE 201(d), the Fifth Circuit has permitted lower courts to take judicial notice at the motion to dismiss stage of a proceeding. See, e.g., Dorsey, 540 F.3d at 338 (<HOLDING>); Think3, Inc. v. Zuccarello (In re Think3, Options: A. recognizing that a court may take judicial notice of court filings and other matters of public record B. holding that a court may rely on documents incorporated into the complaint by reference and matters of which a court may take judicial notice in deciding whether a complaint fails to state a claim upon which relief may be granted C. recognizing that a court may rely on matters of which a court may take judicial notice D. holding that in considering a rule 12b6 motion a court may only rely on the complaint its proper attachments documents incorporated into the complaint by reference and matters of which a court may take judicial notice E. recognizing that a court is permitted to rely on documents incorporated into the complaint by reference and matters of which a court may take judicial notice

assistant: The best answer is C. recognizing that a court may rely on matters of which a court may take judicial notice
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 execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Loan Party or any Law applicable to the Parent or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under (i) any indenture, agreement or other instrument evidencing borrowed money Indebtedness of any of the Loan Parties and their Subsidiaries or (ii) without duplication to the foregoing clause (c)(i) , any agreement disclosed in the Parent’s public filings with the SEC as a “Material Definitive Agreement” and (d) will not result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

assistant: No Conflicts
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: There are no actions or proceedings pending against or involving Purchaser before any Governmental Authority which in any way adversely affect or may adversely affect Purchaser or Purchaser’s ability to perform under this Agreement and the other Transaction Documents to which it is a party.

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 could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder; (ii) no ERISA Event has occurred or is reasonably expected to occur; and (iii) all amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by any Group Member or any ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106. The present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of Accounting Standards Codification No. 715: Compensation Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of such Pension Plan allocable to such accrued benefits, and the present value of all accumulated Accounting Standards Codification No. 715: Compensation Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans.

assistant: Erisa
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: nominally were resolved in Living Care Alternatives of Utica, thus satisfying Montana’s first requirement. Even though the tax years in these appeals differ from those at issue in Living Care Utica. I/II, the tax circumstances which faced Living Care Utica, and the points and defenses raised by Rosser on behalf of it in anticipation of the hearing and pursuant to the statutory provision to raise “any other relevant issue relating to the unpaid tax,” 26 U.S.C. § 6330(c)(2)(A), are all matters that are “in substance” the same as those raised in Living Care Utica I/II. As to the first, third, and fourth claims, courts in the prior Living Care I/II litigation determined that Living Care Utica’s claims failed as a matter of law. See Living Care Alternatives of Utica, 411 F.3d at 626, 628 (<HOLDING>); Living Care Alternatives of Utica, Inc. v. Options: A. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant B. holding that even if the inability to pay was the result of government regulation it would not excuse the tax liability and that there is no requirement that the united states consider whether it will receive any revenue from the levy C. holding that medicaid and medicare funds are subject to levy and that even if the inability to pay was the result of government regulation it would not excuse the tax liability D. holding that the appeals officer was not required to consider the impact of a levy on the taxpayers customers E. holding that if a trial court reaches the right result but for the wrong reasons it will be upheld if there is any basis which would support the judgment in the record

assistant: The best answer is B. holding that even if the inability to pay was the result of government regulation it would not excuse the tax liability and that there is no requirement that the united states consider whether it will receive any revenue from the levy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: does not bar suit against a co-employee for intentional torts, and stated that “injury to another resulting from willful, wanton and reckless negligence should also be treated as an intentional injury for purposes of our Workers’ Compensation Act.” Pleasant, 312 N.C. 710, 715, 325 S.E.2d 244, 248. The Court then held that “the Workers’ Compensation Act does not shield a co-employee from common law liability for willful, wanton and reckless negligence.” Id. at 716, 325 S.E.2d at 249. The willful, wanton and reckless negligence standard is less demanding than Woodson's substantial certainty, and a “constructive intent to injure may be inferred when the conduct of the defendant is manifestly indifferent to the consequences of the act.” Pendergrass, 333 N.C. 233, 238, 424 S.E.2d 391, 394 (<HOLDING>). The individual defendants in this case Options: A. holding that prisoner must show prison officials were deliberately indifferent to prison conditions to establish an eighth amendment violation B. holding that coemployees who instructed employee to work at unguarded machine were not manifestly indifferent to the consequences of his doing so C. holding that employer was not liable when employee got into a fight with a third party who challenged the way the employee was doing his job D. holding that employee who resigned left voluntarily where employer accepted resignation told employee not to come to work anymore and paid employee through end of notice period E. holding that a plaintiffs ability to work is substantially limited when his impairment foreclosed him generally from obtaining jobs doing the type of work plaintiff has chosen as his field

assistant: The best answer is B. holding that coemployees who instructed employee to work at unguarded machine were not manifestly indifferent to the consequences of his doing so
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: Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification will or could be sought under this Agreement. Such notice to the Company shall include a description of the nature of, and facts underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 13(e) below. In addition, Indemnitee shall give the Company such additional information and cooperation as the Company may reasonably request. Indemnitee’s failure to so notify, provide information and otherwise cooperate with the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, except to the extent that the Company is adversely affected by such failure.

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: Use the proceeds of each Loan solely for working capital, capital expenditures, acquisitions (including any related expenses, earn-outs and deferred payments incurred in connection with any such acquisition), payment of fees and expenses associated with this Agreement and other general corporate purposes not in contravention of any Law or of any Loan Document; provided that no Borrower will use the proceeds of the Loans in a manner that violates Regulation U issued by the FRB.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: period.”); Ezell v. United States, 778 F.3d 762, 765 (9th Cir.2015) ("We agree with the majority of our sister circuits and hold that when a § 2255(h) motion presents a complex issue, we may exceed § 2244(b)(3)(D)’s thirty-day time limit.”); Browning v. United States, 241 F.3d 1262, 1263 (10th Cir.2001) ("[W]e agree with other circuits that the time limit in section 2244(b)(3)(D) is hortatory or advisory rather than mandatory.” (quotation omitted)). The Third, Eighth, and D.C. Circuits do not appear to have ruled on this question. And though the Fifth Circuit has said it is "statutorily required” to rule within 30 days, In re White, 602 Fed.Appx. 954, 956 (5th Cir.2015) (unpublished), it does not appear to have published a precedential opinion add t. 1173, 167 L.Ed.2d 1 (2007) (<HOLDING>); Schriro v. Summerlin, 542 U.S. 348, 349, 124 Options: A. holding that blakely v washington 542 us 296 124 sct 2531 159 led2d 403 2004 and state v schofield 2005 me 82 895 a2d 927 do not retroactively apply to cases on collateral review B. holding the same under blakely v washington 542 us 296 124 sct 2531 159 led2d 403 2004 C. holding that the rule announced in crawford v washington 541 us 36 124 sct 1354 158 led2d 177 2004 applies retroactively on collateral review D. holding that the rule announced in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 applies retroactively on collateral review E. holding that blakely v washington 542 us 296 124 sct 2531159 led2d 403 2004 did not overrule almendareztorres v united states 523 us 224 118 sct 1219 140 led2d 350 1998

assistant: The best answer is C. holding that the rule announced in crawford v washington 541 us 36 124 sct 1354 158 led2d 177 2004 applies retroactively on collateral review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrowers in accordance with Section 2.3(a) , 2.8 or Section 5.2 .

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: In the event of an occurrence constituting the basis of termination for Cause, with the exception of the basis for Cause under subsections 1(a)(i), 1(a)(ii), 1(a)(iii) or 1(a)(iv) of this agreement, the Company shall provide you with 60 days’ written notice regarding the basis of termination for Cause, and you may then take action to cure the basis of termination for Cause within 60 days of receipt of the written notice. If you do not remedy the basis of termination for Cause, you will be terminated for Cause upon the conclusion of the 60-day period. In the event of your termination for Cause pursuant to subsections 1(a)(i), 1(a)(ii), 1(a)(iii) or 1(a)(iv), no notice will be required and no opportunity to cure will be available.

assistant: Notices