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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation (except as set forth on Schedule 4.7 ) or (d) in violation of FCPA or OFAC regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate Base Rate for such day plus an amount equal to the “ABR Spread” set forth in the pricing grid set forth in the defined term “Applicable Rate” that would be applicable to ABR Loans on such day.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the State of California, without giving effect to principles of conflicts of law thereunder. Venue for all matters shall be in Los Angeles, CA. Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the District Court of the United States located in Los Angeles County. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such 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 case excerpt and choose the best holding from the options. Case excerpt: jurors should have been allowed to hear the 911 tape is no exceptio be worded Independently of our concern regarding the decision about the tape, we also hold that the conference triggered Frantz’s Faretta rights because it resolved the content of the judge’s response to the jurors’ request. The chance to shape the jury’s interpretation of an important tactical decision is at least as important as the chance to make the decision itself. And regardless of the judge’s leeway in granting the jurors’ request, the substance and wording of the judge’s response could have influenced the jurors’ interpretation of the tape’s absence. We have repeatedly recognized how seriously jurors consider judges’ responses to their questions. In federal court, we allow trial judges substantial th Cir.1986) (<HOLDING>). Because of the delicate nature of such Options: A. recognizing that a defendants participation in formulating a response to a deadlocked jury may be important to ensuring the fairness of the verdict particularly because there may be holdout jurors B. holding that trial court was not required to instruct the jury to continue deliberations because despite jurors initial indication that the verdict was not hers she unequivocally affirmed the verdict in response to additional questions C. recognizing that immunity may be waived D. holding that there was an impermissible compromise where the damages award was inadequate liability was hotly contested at trial the jury was deadlocked the court charged the jury to continue deliberating to reach a decision and less than one hour later the jury returned a verdict E. holding that the verdict must be sustained if there is any competent evidence to support the verdict

assistant: The best answer is A. recognizing that a defendants participation in formulating a response to a deadlocked jury may be important to ensuring the fairness of the verdict particularly because there may be holdout jurors
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 Retention Holder is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of it or its respective properties or could reasonably be expected to have consequences that would materially and adversely affect its performance hereunder.

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: If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions under this Agreement, with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive the Executive’s full Salary (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies) and benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) for a period of time equal to the period set forth in Section 7(b)(i) below. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer (to whom the Executive or the Executive’s guardian has no reasonable objection) as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer’s determination of such issue shall be binding on the Executive. Nothing in this Section 6(e) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U .S.C. §2601I et seq . and the Americans with Disabilities Act, 42 U.S.C. §121OJ et seq .

assistant: Disability
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: decisions implicitly acknowledge the contrary rule, that where specific intent is at issue, abandonment as a defense is available if “[o]ne ... [has] take[n] the property of another honestly but mistakenly believing ... that it is no one’s property.... In any such event, he lacks the intent to steal required for larceny, even though his mistaken but honest belief was unreasonable.” Wayne R. LaFave, Substantive CRIMINAL 'Law § 19.5(a) at 88-89 (2d ed. 2003) (“Claim of Right”). See also Richardson v. United States, 403 F.2d 574, 576 (D.C.Cir.1968) (“[S]pecifie intent depends upon a state of mind, not upon a legal fact” such as actual entitlement to property) (citing Morissette v. United States, 342 U.S. 246, 72 S.Ct. 240, 96 L.Ed. 288 (1952)); In re Mitrano, 952 A.2d 901, 905 (D.C.2008) (<HOLDING>) (emphasis in original). The question remains, Options: A. holding that the state courts affirmance of two consecutive 25yearstolife sentences for petty theft was not contrary to or an unreasonable application of federal law B. recognizing that an unreasonable but honestly held belief would preclude a finding of theft C. recognizing that suppression is not warranted if officers had an erroneous but reasonable belief of authority to consent D. recognizing that prejudgment interest was an element of damages in a civil theft ease E. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief

assistant: The best answer is B. recognizing that an unreasonable but honestly held belief would preclude a finding of theft
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: Unless otherwise specified in the Award Agreement or otherwise subsequently determined by the Committee, unvested Shares held pursuant to a Restricted Stock Award and unvested RSUs held under an RSU Award shall be forfeited and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries.

assistant: Forfeitures
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: Seller has not made any disclosure to the Government or other customer or prime contractor or higher-tier subcontractor related to any suspected, alleged or possible violation of a material requirement of a Government Contract, any apparent or alleged material irregularity, misstatement or omission arising under or relating to a Government Contract or Government Contract Bid, or any violation of Law or regulation relating to a Government Contract or Government Contract Bid.

assistant: Disclosures
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 Court, for all of the reasons stated above, hereby GRANTS LLOG Exploration Offshore, Inc.’s Motion for Summary Judgment and hereby respectfully DENIES R & B Falcon Drilling USA, Inc.’s Motion for Summary Judgment. Each Party is to bear its own taxable costs and expenses incurred herein to date. IT IS SO ORDERED. 1 . Mobile offshore drilling units, such as the RBF 254, are vessels, see Offshore Co. v. Robi-son, 266 F.2d 769, 779 (5th Cir.1959), and contracts for offshore drilling involving these vessels are maritime contracts. See Lewis v. Glendel Drilling Co., 898 F.2d 1083, 1086 (5th Cir. 1990). Further, in the Contract, the Parties agreed to the applicability of general maritime law. 2 . See, e.g., In re Incident Aboard the DIB Ocean King, 758 F.2d 1063, 1069 (5th Cir. 1985) (<HOLDING>). 3 . For example, the Court notes that LLOG Options: A. holding that damage to realty was not excluded from coverage if such damage resulted from subsidence caused by something other than soil condition despite homeowners experts description of the damage as settling B. holding that a partys responsibility for damage from any cause included damage cause by the indemnitee C. holding that a similar exclusion denies coverage for property damage to the particular part of the real property that is the subject of the insureds work at the time of the damage if the damage arises out of those operations D. holding that termite damage does not fall within the meaning of property damage in the policy because the alleged misrepresentations did not cause the damage the termites did E. holding cause of action accrues when some compensable damage occurs

assistant: The best answer is B. holding that a partys responsibility for damage from any cause included damage cause by the indemnitee
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: by the trial court’s findings and such findings will not be disturbed on appeal where supported by competent evidence), cert. denied, 513 U.S. 1096, 130 L. Ed. 2d 661 (1995). After careful consideration of the evidence presented to the trial court, we conclude the trial court’s findings of fact are supported by competent evidence. We next consider whether the findings of fact support the trial court’s conclusion that the investigative stop was lawful. When determining whether an officer had reasonable suspicion to conduct an investigative stop, the trial court may properly consider such factors as: (1) activity at an unusual hour; (2) nervousness of an individual; (3) an area’s disposition 8 (1983); State v. Tillett and State v. Smith, 50 N.C. App. 520, 524, 274 S.E.2d 361, 364 (1981) (<HOLDING>). Here, Defendant and Tucker were observed Options: A. holding that circumstances created reasonable suspicion for investigatory stop B. holding that officers may consistent with the fourth amendment conduct a brief investigatory stop when they have a reasonable articulable suspicion that criminal activity is afoot C. holding that a police officers suspicion that a car did not belong in a particular area in the early morning does not meet the requirement that a stop cannot be made without an articulable and reasonable suspicion of some criminal wrongdoing D. holding reasonable and articulable suspicion existed to support an investigatory stop of a vehicle where the defendant and driver were observed loitering at a closed shopping center shortly before midnight no other vehicles were in the parking lot and the two men abruptly and hurriedly returned to their vehicle which was parked out of general public view E. holding reasonable and articulable suspicion existed to support the investigatory stop of a vehicle in view of the time of day and the officers prior knowledge of reports of criminal activity in the area

assistant: The best answer is E. holding reasonable and articulable suspicion existed to support the investigatory stop of a vehicle in view of the time of day and the officers prior knowledge of reports of criminal activity in the area
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: than in actions seeking relief against unconstitutional practices, policies and conduct manifest in state penal institutions. The rationale was articulated by the Supreme Court more than a decade ago: It is difficult to imagine an activity in which a State has a stronger interest, or one that is more intricately bound up with state laws, regulations, and procedures, than the administration of its prisons. * * * The strong considerations of comity that require giving a state court system that has convicted a defendant the first opportunity to' correct its own errors thus also require giving the States the first opportunity to correct the errors made in the internal administration of their prisons. Preiser v. Rodriguez, 411 U.S. 475, 491-92, 93 S.Ct. 1827, 1937-38, 36 L.Ed.2d 439 (1973) (<HOLDING>). See also Hewitt v. Helms, 459 U.S. 460, 103 Options: A. holding that a state prisoner may not challenge the constitutionality of his conviction in a suit for damages under 42 usc 1983 B. holding that the district court mischaracterized a state prisoners 1983 claim as a petition for writ of habeas corpus because the prisoner did not attack his conviction challenge the fact or length of his confinement or seek immediate release from prison C. holding that a state prisoner may not circumvent exhaustion requirements of the habeas corpus laws by framing an action challenging the fact or duration of his physical imprisonment under 42 usc 1983 D. holding that a writ of habeas corpus is a state prisoners sole federal remedy for challenging the duration of his imprisonment in order to obtain a speedier release in the future E. holding that a state is not a person under 42 usc 1983

assistant: The best answer is C. holding that a state prisoner may not circumvent exhaustion requirements of the habeas corpus laws by framing an action challenging the fact or duration of his physical imprisonment under 42 usc 1983
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: Participation in the Plan is voluntary. Directors may elect to become Participants and to defer receipt of Cash Compensation or RSU Awards by filing an Election Form with the Committee or its designee as provided in this Section 3 . Each Participant’s Election Form will remain in effect unless and until superseded or revoked as provided in Section 3.7 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Fourth Amendment Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Fourth Amendment Agreement so long as this Fourth Amendment Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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: counsel are precluded from doing so. Although the lower court in the present case did not address this point in detail, the court did explain that the claim was denied because we have repeatedly rejected constitutional challenges to rule 4 — 3.5(d)(4). The lower court provided its rationale for denying relief on the constitutional challenge and, in doing so, sufficiently complied with rule 3.851. Accordingly, Troy is not entitled to relief as to this subclaim. 8. Caldwell Claim Troy contends that the trial court’s instruction to the jury that its role is advisory diminished its responsibility, contrary 5 (Fla.2006)). Second, Troy’s claim that the trial court’s instruction diminished the jury’s sense of responsibility is meritless. See Card v. State, 803 So.2d 613, 628 (Fla.2001) (<HOLDING>). Although the instructions provided during the Options: A. holding as meritless a claim that the standard jury instructions which refer to the jury as advisory and refer to jurys verdict as a recommendation violate caldwell B. recognizing that references to and descriptions of the jurys verdict as advisory as a recommendation and of the judge as the final sentencing authority are permissible under romano v oklahoma 512 us 1 114 sct 2004 129 led2d 1 1994 C. holding that district court could not decide after jury returned verdict to treat jury verdict as advisory on issue not triable of right by jury but which was tried by consent of parties to nonadvisory jury D. holding that if jury instructions viewed as a whole fairly state the applicable law to the jury the failure to give particular instructions will not be error E. holding that although the instruction at issue could have been worded more specifically the jury instructions as a whole did not mislead the jury as to the law

assistant: The best answer is A. holding as meritless a claim that the standard jury instructions which refer to the jury as advisory and refer to jurys verdict as a recommendation violate caldwell
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations, warranties, agreements, covenants and obligations in this Agreement, the Ancillary Agreements, the Company Schedule of Exceptions, any exhibit to this Agreement or an Ancillary Agreement or any agreement, instrument, certificate or document specifically required to be delivered under this Agreement or an Ancillary Agreement by any Party are material and shall be deemed to have been relied upon by the Parties receiving the same. The representations and warranties of the Company contained in this Agreement, the Ancillary Agreements or in any certificate or other instrument delivered pursuant to this Agreement or the Ancillary Agreements, shall survive until 11:59 p.m. Mountain Time on the twenty-four (24) month anniversary of the Closing Date (the “ Expiration Date ”), other than the Fundamental Representations, the Tax Representation and the Special Representations, which shall survive each survive until 11:59 p.m. Mountain Time on the thirty-six (36) month anniversary of the Closing Date. The date until which any representation or warranty survives shall be referred to as the “ Survival Date ” for such representation or warranty. Notwithstanding anything in this Section 9.01 to the contrary, if, at any time prior to 11:59 p.m. Mountain Time on the applicable Survival Date, a claim for recovery is made hereunder, then the claim so asserted, and the applicable representations, warranties and covenants, shall survive the applicable Survival Date until such claim is fully and finally resolved. All covenants and agreements contained in this Agreement, the Ancillary Agreements or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in accordance with their express terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: he is either a donee or The summary judgment evidence conclusively establishes that Appellants are not parties to any contract that may exist between Vantage and SFWA. Appellants instead contend in their second issue that they are third-party beneficiaries of the alleged contract between Vantage and SFWA. To determine whether any Vantage and SFWA contract expressed a clear intent to directly benefit Appellants, we must interpret the alleged contract between Vantage and SFWA. See Tawes, 340 S.W.3d at 425. Viewing the summary judgment evidence in the light most favorable to Appellants, the assorted emails and attachments that Appellants claim constitute the contract between Vantage and SFWA nowhere identify Appellants by name as intended beneficiaries. Compare Stine, 80 S.W.3d at 588 (<HOLDING>), with Brown v. Fullenweider, 52 S.W.3d 169, Options: A. recognizing common law cause of action as thirdparty beneficiary B. holding decrees failure to identify attorney by name was insufficient to confer thirdparty beneficiary status on him concerning decrees allocation of the payment of his fees C. holding that courts considering government contracts must take a more narrow view of thirdparty beneficiary status and apply a more stringent test to determine whether a third party qualifies for beneficiary status D. holding decrees identification of person by name was sufficiently specific for purposes of thirdparty beneficiary status E. holding that the thirdparty beneficiary theory did not apply

assistant: The best answer is D. holding decrees identification of person by name was sufficiently specific for purposes of thirdparty beneficiary status
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: you acknowledge that portions of the services may be made available under uber 's various brands or request options associated with transportation or logistics , including the transportation request brands currently referred to as `` uber , '' `` uberpop , '' `` uberx , '' `` uberxl , '' `` uberblack , '' `` ubersuv , '' `` uberberline , '' `` ubervan , '' `` uberexec , '' and `` uberlux '' and the logistics request brands currently referred to as `` uberrush , '' `` uberfresh '' and `` ubereats '' .

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 Borrower and Guarantors will (a) keep, and cause each of their respective Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves, in each case, in all material respects. Neither Borrower, any Guarantor nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, not to be unreasonably withheld (x) except as required by GAAP, make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4, or (y) change its fiscal year. Agent and the Lenders acknowledge that Borrower’s fiscal year is a calendar year. In the event that the Borrower, any Guarantor or any of their respective Subsidiaries makes any change in the accounting policies/principles used by such Person, Borrower shall give prompt written notice thereof to Agent, which notice shall reasonably describe such change and any potential impact on the calculation of any financial covenant in this Agreement.

assistant: Records
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: 682, 685 (8th Cir.2001). In order to receive a new trial based on newly discovered evidence, Baker must prove four factors ... :(1) the evidence must have been unknown or unavailable to the defendant at the time of trial; (2) the defendant must have been duly diligent in attempting to uncover it; (3) the newly discovered evidence must be material; and (4) the newly discovered evidence must be such that its emergence probably will result in an acquittal upon retrial. United States v. Haskell, 468 F.3d 1064, 1076 (8th Cir.2006); see also United States v. Johnson, 450 F.3d 366, 372 (8th Cir.2006) (same). Furthermore, in order to meet the materiality requirement, newly discovered evidence must be “more than merely ... impeaching.” Dogskin, 265 F.3d at 685; see Johnson, 450 F.3d at 372-73 (<HOLDING>). With these requirements in mind, we review Options: A. holding seventh state petition for postconviction relief which was based on newly discovered evidence but rejected by the state courts because the evidence was not newly discovered was properly filed B. holding that the defendants evidence did not qualify as newly discovered evidence C. holding that district court did not abuse discretion in denying motion for new trial because nonmovant presented sufficient evidence at trial for the district court to conclude that the outcome was not against the great weight of the evidence so as to constitute a miscarriage of justice D. holding that the district court did not abuse its discretion in denying motion for new trial based on newly discovered evidence where the evidence would serve only to impeach testimony E. holding that district court did not abuse its discretion in denying motion for severance where the allegedly prejudicial evidence would have been admissible in separate trials

assistant: The best answer is D. holding that the district court did not abuse its discretion in denying motion for new trial based on newly discovered evidence where the evidence would serve only to impeach testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and expenses incurred as a result of the wrongful removal or retention. 1988 WL 411501, at *7. ICARA, however, shifts the burden to a respondent to show why an award of fees, costs, and expenses would be “clearly inappropriately.]” [ (quoting 42 U.S.C. § 11607(b)(3)).] The First Circuit has explained that under § 11607(b)(3), the district court “has a duty ... to order the payment of necessary expenses and legal fees, subject to a broad caveat denoted by the words, ‘clearly inappropriate.’ ” Whallon v. Lynn, 356 F.3d 138, 140 (1st Cir.2004). Such caveat provides the district court “broad discretion in its effort to comply with the Hague Convention consistently with our own laws and standards.” Id.; see also Chafin [v. Chafin], [— U.S.-,] 133 S.Ct. [1017,] 1022[, 185 L.Ed.2d 1 (2013) ] (<HOLDING>). West v. Dobrev, 735 F.3d 921, 932 (10th Options: A. recognizing that an award of temporary attorneys fees and costs is based on an assessment of need and ability to pay as well as the reasonableness of the fees and costs B. holding that expenses refers to costs C. holding that the bankruptcy court properly disallowed fees when the bank could not demonstrate actual costs and expenses beyond its normal operating costs attributable to the debtors loan D. recognizing that under 11607b3 a court ordering the return of a child generally must require respondent to pay the fees costs and expenses associated with the return E. holding that federal express costs telephone expenses and postage expenses did not qualify as taxable costs

assistant: The best answer is D. recognizing that under 11607b3 a court ordering the return of a child generally must require respondent to pay the fees costs and expenses associated with the return
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence on the Commencement Date and shall continue for a term of twelve (12) months (the “ Initial Term ”) or until Manager is terminated pursuant to Section 11 of this Agreement. For avoidance of doubt, the Initial Term shall be automatically extended for additional twelve (12) month periods unless either party terminates this Agreement pursuant to Section 11 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the best of Seller's knowledge, all of the Improvements have been constructed and installed in accordance with applicable codes, laws, ordinances, rules, regulations, permits and approvals and have been completed in a professional and workmanlike manner and are in good operating condition and repair. To the best of Seller's knowledge, all of the heating, ventilation and air conditioning systems, plumbing, fire protection, security and other mechanical and electrical systems of the Improvements have been constructed and installed in accordance with applicable codes, laws, ordinances, rules, regulations, permits and approvals, have been completed in a professional and workmanlike manner and are in good operating condition and repair. To the best of Seller's knowledge, there are no latent defects in any of the Improvements, and the structural components, foundations, roofs, walls and fixtures are in good operating condition and repair, and the roofs, foundations and structural components are free from leaks, and the Improvements are free from termite and other infestation. To the best of Seller's knowledge, there are no defects or inadequacies in the Real Property that might adversely affect the insurability of the same or that might cause an increase in the insurance premiums therefor.

assistant: Construction
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 Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the stockholders of the Company if such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements. No amendment or termination of this Plan shall, without the consent of the Participant, materially impair any rights or obligations under any Grant previously made to the Participant under the Plan, unless such right has been reserved in the Plan or the Grant Agreement, or except as provided in Section 18(b) below. Notwithstanding anything in the Plan to the contrary, the Board may amend the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement along with Settlement Agreement constitute the entire agreement between the Parties hereto pertaining to the Settlement Shares Pool and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no warranties, representations and other agreements made by the Parties in connection with the subject matter hereof except as specifically set forth in this Agreement and the Settlement 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 case excerpt and choose the best holding from the options. Case excerpt: to Appellant’s conviction. And, as discussed above, evidence of CL’s prior affair has a direct and substantial link to CL’s credibility; thus, this evidence is highly probative. Furthermore, the military judge overstated the M.R.E. 403 concerns in this case. There is no dispute as to whether the affair occurred. As such, this evidence was unlikely to result in a waste of time or lead to a trial within a trial to determine whether past events actually occurred. Confusion of the issues was also unlikely, given that the theory of relevance was relatively straightforward. And with proper instructions from the military judge on how the members could use this evidence, there is little concern that the members would have been misled. See United States v. Walker, 42 M.J. 67, 74 (C.A.A.F.1995) (<HOLDING>). Because evidence of CL’s prior affair was Options: A. recognizing that the military judges instructions to members on the proper use of testimony could have resolved mre 403 issues B. recognizing appellate courts discretion to consider issues raised in the district court but not resolved there C. recognizing that had the case before it been a jury trial it could have looked to the judges instructions in hope of illuminating the rationale behind the verdicts D. holding that a jury is presumed to follow a judges instructions E. recognizing that military judges enjoy broad discretion on matters of continuance

assistant: The best answer is A. recognizing that the military judges instructions to members on the proper use of testimony could have resolved mre 403 issues
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 Agent shall have received a customary certificate from the chief financial officer of the U.S. Borrower certifying that the Loan Parties, on a consolidated basis after giving effect to the Refinancing Transactions to occur on the Closing Date, are solvent (within the meaning of Section 3.15).

assistant: Solvency
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 Purchaser covenants that until such time as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in Section 4.48, the Purchaser will maintain the confidentiality of the existence and terms of this transaction. The Purchaser understands that the federal securities laws impose restrictions on trading based on information regarding this offering until such information is publicly disclosed.

assistant: Confidentiality
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: F.3d 98, 100 (1st Cir.2001); United States v. Garcia, 240 F.3d 180, 183-84 (2d Cir.2001)). We readily conclude that Duncan had sufficient warning to satisfy the due process concerns articulated in Rogers v. Tennessee. We have carefully reviewed each argument asserted on appeal, and for the foregoing reasons, the judgment, sentence, and forfeiture of the district court are AFFIRMED. 1 . In his initial brief, Duncan made this Ap-prendi-type argument only with respect to the drug type issue, and not with respect to the other two enhancements referenced in any of the briefs, i.e., the firearm and role enhancements. Accordingly, he is not entitled to have this Court entertain the argument with respect to those other two enhancements. See United States v. Levy, 379 F.3d 1241(11th Cir.2004) (<HOLDING>); United States v. Nealy, 232 F.3d 825, 830 Options: A. holding that appellant waived issue by failing to raise it in opening brief B. holding party failing to adequately brief complaint waived issue on appeal C. holding that party waived argument by failing to brief it on appeal D. holding that defendant waived his blakely claim as issue on appeal by failing to raise it in his initial brief E. holding that the defendant waived an argument by failing to raise it in his appellants brief

assistant: The best answer is D. holding that defendant waived his blakely claim as issue on appeal by failing to raise it in his initial brief
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 of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation or organizational document or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including Federal and State securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material Adverse Effect.

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: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5 -1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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: parameters of her administrative complaint.” Def.’s Reply at 6. The plaintiff, however, included a hostile work environment claim in her EEO complaint filed in March 2005. Def.’s Mot., Ex. 8. Accordingly, the defendant has not met his burden to prove by a preponderance of the evidence that the plaintiff failed to exhaust her administrative remedies. Brown v. Marsh, 777 F.2d 8, 13 (D.C.Cir.1985). 3 . Failing to provide notice or requiring a party to expend significantly more time, money or effort than reasonably expected may constitute undue prejudice. See, e.g., Marcoux v. Shell Oil Products Co. LLC, 524 F.3d 33, 43 n. 9 (1st Cir.2008) (determining that “defendants suffer undue prejudice as a result of delay or lack of notice’’); Chainey v. Street, 523 F.3d 200, 210 n. 5 (3d Cir.2008) (<HOLDING>) (internal citation omitted); Dzwonkowski v. Options: A. holding that laches is an affirmative defense B. holding that fair use is an affirmative defense C. holding that unpleaded affirmative defense was properly considered by the district court where plaintiff had notice of the defense and an opportunity to respond D. holding that a defendant avoids causing undue prejudice by providing the plaintiff with notice and the opportunity to challenge an affirmative defense E. holding that defendant does not waive an affirmative defense if defendant raises it at a pragmatically sufficient time such as summary judgment and the defendants failure raise the affirmative defense in its answer did not cause the plaintiff prejudice

assistant: The best answer is D. holding that a defendant avoids causing undue prejudice by providing the plaintiff with notice and the opportunity to challenge an affirmative defense
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: as part of a bargained-for exchange to unilaterally revoke that consent, and we decline to read such a provision into the act. As an initial matter, Reyes is correct that when Congress uses a term, such as “consent,” that has “accumulated [a] settled meaning un der ... the common law, a court must infer, unless the statute otherwise dictates, that Congress means to incorporate the established meaning of th[at] term[ ].” Neder v. United States, 527 U.S. 1, 21, 119 S.Ct. 1827, 144 L.Ed.2d 35 (1999) (citation omitted). The text of the TCPA evidences no intent to deviate from common law rules in defining “consent,” and the FCC and other federal appellate courts have applied the common law definition of the term when interpreting the act. See Gager, 727 F.3d at 270; 2015 FCC Ruling at *7961 (<HOLDING>). “Consent,” however, is not always revocable Options: A. recognizing that consent is an exception to the warrant requirement and that voluntariness of consent depends on the totality of the circumstances B. holding there is no consent as a matter of law where the consent was given under coercion C. holding under state constitution that validity of consent search requires knowledge of right to refuse consent D. holding that because consent is not a statement and a request for consent is not an interrogation giving consent to search is a neutral fact which has no tendency to show that the suspect is guilty of any crime E. holding that permitting unwanted texts and voice calls is counter to commonlaw notions of consent

assistant: The best answer is E. holding that permitting unwanted texts and voice calls is counter to commonlaw notions of consent
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: after an appeal, matters that were either (i) not raised on appeal, but should have been, or (ii) raised on appeal, but expressly rejected by the appellate court. See generally Lockheed Info. Mgmt. Systems Co. v. Maximus, Inc., 259 Va. 92, 108, 524 S.E.2d 420, 429 (2000). The law-of-the-case doctrine has no binding effect on a trial court prior to an appeal. In other words, a trial court may modify or rescind interlocutory orders “at any time before final judgment,” Freezer v. Miller, 163 Va. 180, 197 n. 2, 176 S.E. 159, 165 n. 2 (1934) (citation omitted), and can, to put it plainly, “change its mind while the matter is still pending.” Pinkard v. Pinkard, 12 Va.App. 848, 853, 407 S.E.2d 339, 342 (1991); see also Bennett v. Commonwealth, 33 Va.App. 335, 344, 533 S.E.2d 22, 27 (2000) (<HOLDING>). We have made just this point in the context Options: A. recognizing change B. holding that the charge was timely when filed within the statute of limitations period even though served after the period C. holding that there can be no plea agreement without a meeting of the minds D. recognizing even after the entry of a final order judges can change their minds within the rule 11 period E. recognizing rule

assistant: The best answer is D. recognizing even after the entry of a final order judges can change their minds within the rule 11 period