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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court to consider the need for the sentence imposed— (A) to reflect the seriousness of the offense, to promote respect for the law, and to provide just punishment for the offense; (B) to afford adequate deterrence to criminal conduct; (C) to protect the public from further crimes of the defendant; and (D) to provide the defendant with needed educational or vocational training, medical care, or other correctional treatment in the most effective manner.... 3 . I agree with the majority that the district court did not err when it ordered restitution. I also agree that the district court committed no procedural error — substantive unreasona-bility not being "procedural” — when it sentenced Edwards. 4 . See, e.g., United States v. Livesay, 587 F.3d 1274, 1278-79 (11th Cir.2009) (<HOLDING>); United Stales v. Omole, 523 F.3d 691, 698-700 Options: A. holding that total punishment is the precise sentence determined by the sentencing judge from within the appropriate guidelines range and affirming a 63month sentence where a jury convicted defendant of five counts each with a 60month statutory maximum where the guideline range was 51 to 63 months B. holding that rule 36 may not be used by the district court to fundamentally alter the defendants sentence from three to five years imprisonment in an attempt to conform the sentence to the intention of the parties as reflected in the plea agreement which provided that the prisoner would serve exactly five years C. holding that a sentence of twelve months imprisonment was unreasonably lenient where the defendant engaged in wire fraud and caused 90000 in losses and the guidelines range was sixtythree to seventyeight months imprisonment D. holding that a sentence of seven days imprisonment was substantively unreasonable where the defendant participated in a securities fraud conspiracy that caused more than 1 billion in losses E. holding that a sentence of five years probation was unreasonably lenient where the defendant played a key role in an accounting fraud scheme that caused over 1 billion in losses to a companys shareholders and the guidelines range was seventyeight to ninetyseven months imprisonment

assistant: The best answer is E. holding that a sentence of five years probation was unreasonably lenient where the defendant played a key role in an accounting fraud scheme that caused over 1 billion in losses to a companys shareholders and the guidelines range was seventyeight to ninetyseven months imprisonment
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 provisions of this Article will apply with respect to distributions under the Plan made for calendar years beginning on or after January 1, 2006. With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002 and prior to the effective date of the application of the Treasury Regulations under Code Section 401(a)(9) that were finalized on June 15, 2004, the Plan used the 1987 proposed regulations.

assistant: Effective Dates
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: compelling countervailing considerations, as for instance witness safety, are not at issue, we continue to consider it preferable to leave for this court, with the assistance of both parties, the ultimate determination whether possibly exculpatory evidence would affect the propriety of a death sentence; and doing so in a single appellate proceeding rather than piecemeal, following sequential challenges to, and appeals of, the materiality predictions of either a prosecutor or district court, furthers the purposes of unitary review. {19 Whether or not the due process framework articulated in Brady and its progeny would otherwise apply to post-conviction proceedings in death penalty cases, of Dist. Attorney's Office v. Osborne, 557 U.S. 52, 68-69, 129 S.Ct. 2308, 174 L.Ed.2d 38 (2009) (<HOLDING>), we have long-since concluded that the Options: A. holding that in postconviction proceedings complaints that something went awry at trial are generally cognizable only when they show deprivation of the right to effective counsel or issues demonstrably unavailable at the time of trial or direct appeal and that it is wrong to review the petitioners fundamental error claim in a postconviction proceeding B. holding that a defendant does not have the right to be represented by counsel in postconviction proceedings which are civil proceedings C. holding the brady framework inapplicable to postconviction proceedings generally D. holding pendency of postconviction judicial proceedings relevant to immunity determination E. holding title vtis mixedmotives framework inapplicable to the adea

assistant: The best answer is C. holding the brady framework inapplicable to postconviction proceedings generally
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 Original Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Original Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: employees, or members such as insurers, self-funded organizations, Taft-Hartley trusts, or employers who establish or participate in self funded trusts or programs.”) (emphasis added). We note that the statute would be considerably clearer if it had been drafted as follows: “ 'Group purchaser' may include: ... Entities (such as insurers, self-funded organizations, Taft-Hartley trusts, or employers who establish or participate in self funded trusts or programs) which contract for the benefit of their insured [sic], employees, or members.” 35 . See 29 U.S.C.S. § 1002(1)(A) (Law.Co-op 1992) (defining an employee welfare benefit plan as “any plan, fund, or program which ... is 5 S.Ct. at 2389. 41 . Cf. Stuart Circle Hosp. Corp. v. Aetna Health Management, 995 F.2d 500, 502 (4th Cir.) (<HOLDING>) (also holding that the statute was saved from Options: A. holding that plaintiff could recover medical fees not actually paid by the insurance company pursuant to an insurance contract B. holding that an action by a health care provider to recover payment from an insurance carrier is sufficiently distinct from an action by a plan participant against the insurer seeking recovery of benefits due under the terms of the insurance plan and therefore preemption in the former case would stretch the connected with or related to standard too far C. holding that even if an insurance broker is the agent of the insurance company for purposes of soliciting and procuring the policy that would not necessarily make the broker the agent of the insurance company for the purpose of receiving notice of suits and claims D. holding that virginia statute prohibiting insurance companies from unreasonably discriminating in establishing ppos is covered by erisas preemption provision because it restricts the ability of an insurance company to limit the choice of providers that otherwise would confine the participants of an employee benefit plan to those preferred by the insurer E. holding that under georgia law a holder of a master insurance policy is an agent of the insurance company and not the insurer

assistant: The best answer is D. holding that virginia statute prohibiting insurance companies from unreasonably discriminating in establishing ppos is covered by erisas preemption provision because it restricts the ability of an insurance company to limit the choice of providers that otherwise would confine the participants of an employee benefit plan to those preferred by the insurer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will comply, and cause each Restricted Subsidiary to comply, with all applicable laws, ordinances, rules, regulations, and requirements of any Governmental Authority, 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 legal provision and list the applicable contract clause categories. Provision: The Company has at all times conducted its business and corporate affairs in accordance with its articles of association or other equivalent constitutional documents and in accordance with all applicable laws and regulations in all material respects and there has been no material default order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction which applies to the Company.

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: Viktor was, aligned with the political opinion of his employer simply by the fact that he worked as a government official enforcing, government policies. See Aguilera Cota v. INS, 914 F.2d 1375, 1380 (9th Cir.1990) (“[Petitioner]’s status as a government employee caused the opponents of the government to classify him as a person ‘guilty’ of a political opinion.”). Viktor also has established that his troubles with Hidro arose on account of that actual or imputed political opinion. Our cases make clear that a victim who is targeted for exposing government corruption is persecuted “on account of’ political -opinion. Retaliation for investigating or publicizing corruption by political figures is by its very nature a political act. Reyes-Guerrero v. INS, 192 F.3d 1241, 1245 (9th Cir.1999) (<HOLDING>). We have held, for example, that “retaliation Options: A. holding that retaliation for opposition to government corruption can constitute persecution on account of a political opinion B. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political C. holding that forced recruitment does not amount to persecution without a showing that it was on account of petitioners political opinion D. recognizing that purely personal retribution is of course not persecution on account of political opinion but holding that when the alleged government corruption is inextricably intertwined with governmental operation the exposure and prosecution of such an abuse of public trust is necessarily political E. holding that opposition to government corruption may constitute political opinion

assistant: The best answer is B. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political
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 Administrative Agent an Assignment and Assumption, together with a $3,500 processing and recordation fee; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent 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: are property of the estate pursuant to 11 U.S.C. § 541(a)(1). See, e.g., A.H. Robins Co. v. Piccinin, 788 F.2d 994, 1001 (4th Cir.), cert. denied, 479 U.S. 876, 107 S.Ct. 251, 93 L.Ed.2d 177 (1986) (“Under the weight of authority, insurance contracts have been said to be embraced in this statutory definition of ‘property.’ ”). This makes sense given the fact that the filing of a bankruptcy petition creates an estate which includes “all legal or equitable interests of the debtor in property as of the commencement of the case.” In re First Central Financial Corp., 238 B.R. 9, 16 (Bankr.E.D.N.Y.1999); 11 U.S.C. § 541(a)(1). In fact, the scope of property of the estate 519 (9th Cir.1986) (“[W]e see no significant distinction between a liability policy that insures the debtor against c (<HOLDING>); In re CHS Electronics, Inc., 261 B.R. 538, Options: A. holding that because proceeds of a letter of credit were not secured by estate collateral the proceeds were not property of the estate B. holding that the debtor could retain exempt property because it was not property of the estate C. holding that because no claims had been filed against the debtor existence of entity coverage did not make proceeds property of the estate D. holding that existence of entity coverage was sufficient to bring proceeds into estate notwithstanding absence of claim against debtor corporation E. holding that the proceeds of a liability insurance policy were not property of the estate

assistant: The best answer is C. holding that because no claims had been filed against the debtor existence of entity coverage did not make proceeds property of the estate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Hospital's function and business within this community.” 4 . The dissent also argues that H.B. 1390 will not have the effect of closing the Clinic because the closure is actually caused by the actions of private parties' — the private hospitals that denied the admitting privileges applications. See Post at 449-51. We have no occasion to consider this argument as it too has been waived. As discussed above, the State's opening brief accepts that the Act will force the closure of the Clinic. And to the extent the State has challenged the factual findings of the district court, except with regards to the rational basis issue, the State only provides conclusory challenges without any argument, so these challenges are also waived. See Kohler v. Englade, 470 F.3d 1104, 1114 (5th Cir.2006) (<HOLDING>); see also Fed. R.App. P. 28(a)(8)(A) Options: A. holding that an appellant waived a claim where he failed to cite any legal authority in support of an argument in his appellate brief B. holding that an issue is waived where the defendant failed to develop an argument in his appellate brief and cited no authority C. holding that plaintiff failed to adequately brief an issue where he failed to cite any legal authority for the proposition D. holding an argument waived for failure to cite authority E. holding waiver results if an appellant fails to properly develop an issue or cite to legal authority to support his contention in his appellate brief

assistant: The best answer is C. holding that plaintiff failed to adequately brief an issue where he failed to cite any legal authority for the proposition
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: Assuming the payoff of the Senior Convertible Debt Holders and the release and/or termination of such Senior Convertible Debt Holders’ security interests and liens, the execution, delivery and performance by DAI of this Agreement and the other Funding Documents in accordance with their respective terms do not and will not, after the giving of notice, or the lapse of time or both, or otherwise (i) conflict with, result in a breach of, or constitute a default under the charter or corporate documents of DAI or any law, statute, ordinance, rule or regulation, or any court or administrative order or process or any contract, agreement, arrangement, commitment or plan to which DAI is a party or by which DAI or its assets are bound, (ii) require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration or filing with, any court or public agency or other public authority, or (iii) require the consent of any Person under any material agreement, arrangement, or commitment of any nature.

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: All elections, designations, requests, notices, instructions and other communications from a Participant to the Committee or the Company required or permitted under the Plan shall be in such form as is prescribed from time to time by the Committee, shall be mailed by first‑class mail or delivered to such location as shall be specified by the Committee, and shall be deemed to have been given and delivered only upon actual receipt thereof at such location.

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: No event or circumstance has occurred or exists that constitutes a Default or an Event of Default. No Obligor or Restricted Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default (after giving effect to any cure or grace period and waivers or amendments thereof), under any Material Contract in any material respect or in the payment of any Borrowed Money that solely with respect to the payment of Borrowed Money, could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there is no basis upon which any party (other than an Obligor or Restricted Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Program constitute the entire agreement between the Director and the Company regarding the Option and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the Option. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed or clarified by the parties, except in a writing specifying the modification, change or clarification signed by a duly authorized Company officer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing of the grant of the Investment (the “ Closing ”) shall be held at the offices of Hunton Andrews Kurth LLP in Richmond, Virginia on the date of the execution and delivery of this Agreement (the “ Closing Date ”).

assistant: Closings
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: onavo does not warrant that the services will operate in an uninterrupted or error-free manner , or that they will always be available , free from all harmful components , or that they are safe , secured from unauthorized access to the services ' computers , immune from damages , free of malfunctions , bugs or failures , including , but not limited to hardware failures , software failures and software communication failures , originating either in onavo or any other provider .

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: The Company shall have the right to terminate Executive’s employment under this Agreement at any time for any reason or for no reason, and Executive shall have the right to terminate his/her employment at any time for any reason or for no reason, in each case subject to the notice requirement provided in §1(a) above; provided that obligations under this Section 5, Section 6 and Section 7 shall survive termination of the Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 6.21 hereto sets forth, as of the date hereof, all of the Subsidiaries of the Parent and its Subsidiaries, the form and jurisdiction of organization of each of the Subsidiaries, and the Parent’s direct and indirect ownership interests therein. Schedule 6.21 hereto sets forth, as of the date hereof, all of the Unconsolidated Affiliates of the Borrower and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, and the Borrower’s or its Subsidiary’s ownership interest therein. Parent has no direct Investment in any Unconsolidated Affiliate. The Trust is the sole general partner of Borrower and, as of the date hereof, Parent owns, directly or indirectly, not less than one hundred percent (100%) of the economic, voting and beneficial interest in Borrower and the Trust.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the New York state courts. There is little easelaw on. the burden a plaintiff must meet to show that they can not raise t he availability of an Article 78 proceeding is not relevant to the Court’s Anti-Injunction Act and Younger abstention analysis, and (2) under the current case law in New York, the Plaintiffs ability to litigate their federal disability claims in the state court eviction proceeding is “more theoretical than real”, and that they have met their burden of showing that the state court is unlikely to hear their federal disability claims for purposes of Younger abstention. 1. As to the Availability of an Article 78 Proceeding The Defendants contend that, because the FHA, ADA, and Rehabilitation Act claims can be raised in an Article 78 upp.2d 686, 688 (N.D.N.Y.1999) (<HOLDING>) (citing 42 U.S.C. § 3613(B)(2)); Sokoya v. Options: A. holding that federal prisoners need not exhaust their administrative remedies before filing suit in federal court B. recognizing the general rule that parties must exhaust prescribed administrative remedies before seeking relief from federal courts C. holding there is no statutory requirement that a taxpayer exhaust administrative remedies before filing a complaint in the tax court D. holding that a plaintiff need not exhaust his administrative remedies to bring a retaliation claim E. holding that because the fha explicitly provides that an aggrieved party does not need to exhaust parallel administrative remedies provided through hud before commencing a federal action it would seem logical that if an aggrieved party does not need to exhaust hud remedies before filing a federal action he or she should not have to exhaust local remedies

assistant: The best answer is E. holding that because the fha explicitly provides that an aggrieved party does not need to exhaust parallel administrative remedies provided through hud before commencing a federal action it would seem logical that if an aggrieved party does not need to exhaust hud remedies before filing a federal action he or she should not have to exhaust local remedies
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries shall have the right to deduct from all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amount of taxes required by law to be withheld in respect of the Restricted Shares under the Plan as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. The Company may require the recipient of the Shares to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of shares deliverable to the Participant upon vesting of the Restricted Shares. The Committee may, in its discretion, require the Participant, or permit the Participant to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company sell the least number of whole Shares having a Fair Market Value sufficient to satisfy all or part of the amount required to be withheld. The Company may defer delivery of the Shares until such requirements are satisfied.

assistant: Tax Withholdings
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: 377 U.S. 159 84 S.Ct. 1154 12 L.Ed.2d 211 WILLIS SHAW FROZEN EXPRESS, INC., Appellant,v.UNITED STATES et al. No. 201. Argued April 23 and 27, 1964. Decided May 4, 1964. A. Alvis Layne, Washington, D.C., for appellant. Stephen J. Pollak, Washington, D.C., for appellees. PER CURIAM. 1 Appellant applied to the Interstate Commerce Commission under the grandfather clause of the Transportation Act of 1958, § 7(a), 72 Stat. 573, 49 U.S.C. § 303(b)(6), to transport as a common carrier over irregular routes frozen fruits, berries, and vegetables, and frozen seafoods and poultry when transported with such frozen fruits, berries, and vegetables. The Commission granted a certificate which substantially curtailed appellant's prior operations. 89 M.C.C. 377. The District Court affirmed without opinion. 2 We think United States v. Carolina Freight Carriers Corp., 315 U.S. 475, 62 S.Ct. 722, 86 L.Ed. 971, requires reversal of the judgment and a remand to the Commission for reconsideration in light of appellant's status and performance as a common carrier, the transportation characteristics and marketing pattern of these seasonal agricultural products, and the demonstrated ability of appellant to perform the services. 3 Reversed and remanded. 4 Mr. Justice STEWART, Mr. Justice HARLAN and Mr. Justice WHITE dissent, agreeing with the three-judge District Court that the Commission correctly employed the statutory standards prescribed by Congress. 'The precise delineation of the area or the specification of localities which may be serviced has been entrusted by the Congress to the Commission.' United States v. Carolina Carriers Corp., 315 U.S. 475, 480, 62 S.Ct. 722, 726. See also Alton R. Co. v. United States, 315 U.S. 15, 22—23, 62 S.Ct. 432, 436—437, 86 L.Ed. 586.

assistant: 8
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: Subject to the terms and conditions set forth herein, (i) the FILO Facility Issuing Bank agrees, in reliance upon the agreements of the FILO Facility Revolving Lenders set forth in this Section 2.06 , (A) from time to time on any Business Day during the period from the Closing Date to but not including the third (3rd) Business Day prior to the Maturity Date, if the FILO Facility Issuing Bank elects to do so in its sole and absolute discretion in response to any request of the Borrower Agent, to issue FILO Facility Letters of Credit denominated in Dollars or in one or more Alternative Currencies and issued on sight basis only for the account of any Foreign Subsidiary of the Company (other than the Canadian Loan Parties) approved by the FILO Facility Issuing Bank with respect to FILO Facility Letters of Credit or any U.S. Borrower solely for the benefit of any such Foreign Subsidiary (so long as with respect to any FILO Facility Letter of Credit issued for the account of any Foreign Subsidiary of the Company that is not a U.S. Loan Party, the Company is a joint and several co-applicant, and references to the Company or a “U.S. Borrower” in this Section 2.06 shall be deemed to include reference to such Foreign Subsidiary) and, if it so elects in its sole and absolute discretion, to amend or renew FILO Facility Letters of Credit previously issued by it, in accordance with Section 2.06(c)(ii) , and (B) if it elects to issue any FILO Facility Letter of Credit to honor drafts under each such FILO Facility Letter of Credit, and (ii) the FILO Facility Revolving Lenders severally agree to participate in the FILO Facility Letters of Credit issued pursuant to Section 2.06(c)(iv) ; provided , that the issuance of any FILO Facility Letter of Credit will be in the sole and absolute discretion of the FILO Facility Issuing Bank, and the FILO Facility Issuing Bank shall have no obligation to issue any FILO Facility Letter of Credit or amend or extend any previously issued FILO Facility Letter of Credit. Subject to the terms and conditions hereof, the U.S. Borrowers’ ability to obtain FILO Facility Letters of Credit shall be fully revolving, and accordingly the U.S. Borrowers may, during the foregoing period, obtain FILO Facility Letters of Credit to replace FILO Facility Letters of Credit that have expired or that have been drawn upon and reimbursed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty shall be binding on, and shall inure to the benefit of, each Guarantor, each Guaranteed Party and their respective successors and assigns; provided that a Guarantor may not assign or transfer its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and each Lender. Without limiting the generality of the foregoing: (a) the obligations of each Guarantor under this Guaranty shall continue in full force and effect and shall be binding on any successor partnership and on previous partners and their respective estates if the Guarantor is a partnership, regardless of any change in the partnership as a result of death, retirement or otherwise; and (b) each Guaranteed Party may assign, sell participations in or otherwise transfer its rights under the Facility Documents in accordance with the terms thereof to any other person or entity, and the other person or entity shall then become vested with all the rights granted to the Guaranteed Parties in this Guaranty or otherwise.

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: We review questions of subject-matter jurisdiction de novo. Ruiz v. Gonzales, 479 F.3d 762, 765 (11th Cir.2007). An application for asylum must be filed within one year of entering the United States. See INA § 208(a)(2)(B), 8 U.S.C. § 1158(a)(2)(B). Section § 208(a)(2)(D) of the INA, in turn, provides for the filing of untimely applications, upon a showing of extraordinary circumstances relating to the delay in filing the asylum application. See 8 U.S.C. § 1158(a)(2)(D). The INA makes clear that this Court lacks jurisdiction to review the Attorney General’s extraordinary-circumstances determination. See INA § 208(a)(3), 8 U.S.C. § 1158(a)(3) (“No court shall have jurisdiction to review any determination of the Attorney General under paragraph (2).”); see also Ruiz, 479 F.3d at 765 (<HOLDING>). To the extent Cala seeks review of whether he Options: A. holding that 1158a3 divests the court of jurisdiction to review decisions of whether an alien complied with the oneyear time limit or whether extraordinary circumstances were present to justify untimely filing of the asylum application citing mendoza v us atty gen 327 f3d 1283 1287 11th cir2003 B. holding that federal courts lack jurisdiction to review the attorney generals decision as to timeliness of an asylum request pursuant to 8 usc 1158a3 the attorney generals decision regarding whether an alien complied with the oneyear time limit or established extraordinary circumstances such that the time limit should be waived is not reviewable by any court C. holding that filing of appeal to federal circuit divests this court of jurisdiction to consider motion to stay court order pending appeal D. holding that section 1158a3 divests our court of jurisdiction to review a decision regarding whether an alien complied with the oneyear time limit or established extraordinary circumstances that would excuse his untimely filing E. holding that because the ij denied an asylum application as untimely we lacked subjectmatter jurisdiction to review the final order of removal as it pertained to the asylum claim

assistant: The best answer is A. holding that 1158a3 divests the court of jurisdiction to review decisions of whether an alien complied with the oneyear time limit or whether extraordinary circumstances were present to justify untimely filing of the asylum application citing mendoza v us atty gen 327 f3d 1283 1287 11th cir2003
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: petitioner was a big drug dealer,” and that the government was engaged in a “vindictive prosecution.” The motion did not expressly request any relief from Coplin’s criminal conviction or sentence. In a one-sentence order entered June 28, 2005, the District Court denied the motion. Coplin timely filed this appeal. As a threshold matter, we are satisfied that we have appellate jurisdiction, as the denial of the request for disclosure of grand jury materials in this case qualifies as an appealable final order pursuant to 28 U.S.C. § 1291. See United States v. Miramontez, 995 F.2d 56, 59 n. 4 (5th Cir.1993) (“Orders granting or denying disclosure of grand jury materials for use in civil actions are appealable.”); In re Grand Jury Investigation No. 78-181, 642 F.2d 1184, 1187 (9th Cir.1981) (<HOLDING>), ajfd sub nom. United States v. Sells Options: A. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it B. holding that there can be only one final appealable order C. holding that rule 6e motion filed after criminal proceedings terminated was independent proceeding and that order entered was final and appealable under 1291 because it conclusively resolved disclosure issue which was only issue raised D. holding that a rehearing order was not final or appealable E. holding that the rule 21 severance rendered the district court verdict a final and appealable judgment under 28 usc 1291

assistant: The best answer is C. holding that rule 6e motion filed after criminal proceedings terminated was independent proceeding and that order entered was final and appealable under 1291 because it conclusively resolved disclosure issue which was only issue raised
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 HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provisions of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid, shall both be unaffected thereby and each term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

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: In the event of termination, the Company shall specify whether termination will change the time at which distributions are made; provided that any acceleration of a distribution is consistent with Section 409A of the Code. In the absence of such specification, the timing of distributions shall be unaffected by termination.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: `` digital products '' refers to all games , applications , software , add-on content for games , applications and software , vouchers for digital services and other digital content which can be accessed via the nintendo account service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Arizona (but not including the choice of law rules thereof). The parties further agree that the sole and exclusive forum for litigating any disputes arising under the terms of this Agreement shall be a court of competent jurisdiction in the State of Arizona.

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 case excerpt and choose the best holding from the options. Case excerpt: contract law. Churchville v. GACS Inc., 973 So.2d 1212, 1215 (Fla. 1st DCA 2008); see Robbie v. City of Miami, 469 So.2d 1384, 1385 (Fla.1985) (“Settlements, of course, are governed by the rules of interpretation of contracts.”). Generally, Florida follows the “significant-relationships” test from the Restatement (Second) of Conflict of Laws § 145 (1971), when determining the applicable law in tort cases. Dep’t of Corr. v. McGhee, 653 So.2d 1091, 1092 (Fla. 1st DCA 1995). When determining the validity, nature, and interpretation of a contract, however, Florida adheres to the rule of lex loci contractus— applying the law of the state or country where the contract is executed. Goodman v. Olsen, 305 So.2d 753, 754-55 (Fla.1974); see Sturiano v. Brooks, 523 So.2d 1126, 1130-31 (Fla.1988) (<HOLDING>). Here, the substantive issue is the legal Options: A. recognizing that first amendment provides qualified right of access to judicial documents B. recognizing rule C. recognizing and applying from united mine workers rule D. recognizing trend towards significantrelationships test but applying inflexible rule of lex loci contractus because parties have right to know what their agreement provides E. holding that terms identifying persons in a manner that the parties to the release would know who was to be benefitted sufficient under specific identity rule

assistant: The best answer is D. recognizing trend towards significantrelationships test but applying inflexible rule of lex loci contractus because parties have right to know what their agreement provides
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: the services , including all related software , technical data and documentation , are `` commercial items '' as that term is defined in section 2.101 of title 48 of the us code of federal regulations ( u.s.c. ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Plan shall be interpreted, construed, enforced, and performed in accordance with applicable federal law (including all applicable provisions of Code Section 409A) and, to the extent not preempted by federal law, in accordance with the laws of the State of Michigan. Though the Company intends that the Plan comply with the requirements of Code Section 409A and the regulations and guidance promulgated thereunder, the Company makes no representation that the Plan complies with Code Section 409A and shall have no liability to any Participant for any failure to comply with Code Section 409A. This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Code Section 409A, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.

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, the Ancillary Documents, any Schedules hereto and the other documents, instruments and agreements specifically referred to herein or therein or delivered pursuant hereto or thereto set forth the entire understanding of the parties hereto with respect to the transactions contemplated by this Agreement. All Schedules, including any Seller Disclosure Schedule or Buyer Disclosure Schedule, referred to herein are intended to be and hereby are specifically made a part of this Agreement and incorporated by reference herein. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) The audited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of December 31, 2016 and the related consolidated statements of income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on or prior to the 2017 Amendment Closing Date, fairly present, in conformity with GAAP, the consolidated financial position of the Guarantor and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year; and (ii) the unaudited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of September 30, 2016 and the related unaudited consolidated statements of income and cash flows for the three months then ended, delivered to the Administrative Agent on or prior to the 2017 Amendment Closing Date, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in clause (i) above (except as described in the notes thereto), the financial position of the Guarantor and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: SUBJECT TO THE ARBITRATION PROVISIONS OF SECTION 8.16 BELOW AS TO ALL DISPUTES AND MATTERS THAT SHALL BE SUBMITTED TO ARBITRATION, AT THE OPTION OF LENDER, THIS AGREEMENT, THE REVOLVING NOTE AND THE LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Land Holding Companies are the beneficiaries of the insurance policies described on Schedule 10.14 attached hereto (each an “ Insurance Policy ” and together the “ Insurance Policies ”). The Insurance Policies are in full force and effect and all premiums due on such Insurance Policies have been paid. No written notice of cancellation, non-renewal, disallowance or reduction in coverage or claim or termination, nor any written notice of breach or default under any Insurance Policy, has been received by Seller or the Land Holding Companies and no such action has been threatened.

assistant: Insurances