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: VII, we will not address the remaining issues. CONCLUSION ¶ 43. This Court holds that the court below erred in failing to make a record as to the findings of fact and conclusions of law regarding his application of the Ferguson factors in awarding Jo Ann 40% of the marital estate. ¶ 44. While the chancellor did not err in appointing an expert; the expert, in contravention to the order of the chancellor, valued the marital estate as of 1998 instead of 1992, or at the end of the bankruptcy. This valuation constitutes manifest error. ¶ 45. The chancellor was also in error when he ordered Roger to pay part of Jo Ann’s attorney fees as well as the expert fees. The chancellor made no finding that Jo Ann was unable to pay those fees, in direct contravention to establish d 343, 346 (App.1981)(<HOLDING>); our case law suggests that, for valuation Options: A. holding courts should utilize the date at which the divorce is granted B. holding property settlement to be contractual obligation from date of final judgment of divorce C. holding that the date of discrimination is the date on which a decision not to hire a plaintiff becomes effective D. holding that valuation should occur on the date of the trial at which property issues are determined E. holding the correct date to use when determining the controlling statute is date upon which the claim arose

assistant: The best answer is A. holding courts should utilize the date at which the divorce is granted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice necessary under this Agreement shall be addressed to the General Counsel of the Company at its principal executive office and to the Employee at the address appearing in the personnel records of Company for Employee or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any notice shall be deemed effective upon receipt thereof by the addressee or two (2) days after such notice has been mailed, return receipt requested, or sent by a nationally recognized overnight courier service, whichever comes first.

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: The Company shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“ Losses ”) incurred by the Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim or any imputed income to the Executive resulting from any Advance or action taken on the Executive’s behalf by the Company hereunder. Subject to the last sentence of Section 4(c), the Company shall pay all reasonable and documented legal fees and expenses incurred under this Section 4 and shall promptly reimburse the Executive for the reasonable expenses incurred by the Executive in connection with any actions taken by the Company or required to be taken by the Executive hereunder. The Company shall also pay all of the fees and expenses of the Accounting Firm, including, without limitation, the fees and expenses related to the opinion referred to in Section 4(b).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: instead that Alston herself initiated her absence from work “by telling the agency that she would not be returning to work for an extended period of time” due to her illness and because she failed to give the agency the requested medical documentation. We disagree with the board’s reliance on Alston’s absence from work between April 11 and April 21 due to illness. The record clearly shows that Alston informed the agency that she would be absent for a specified period of time, not indefinitely. Contrary to Alston’s suggestion, however, the period from April 19 through May 17 is similarly irrelevant to the board’s jurisdiction because Alston was on paid administrative leave, which cannot qualify as a constructive suspension. See Henry v. Dep’t of Navy, 902 F.2d 949, 954 (Fed.Cir.1990) (<HOLDING>); see also Holloway v. United States Postal Options: A. holding that an attorneys negligence alone does not qualify for such relief B. holding that employee does not suffer adverse employment action when placed on paid administrative leave pending investigation and citing cases C. holding that initial paid suspension of two weeks periodically extended to total 19 months while an internal investigation was conducted is not an adverse action because plaintiff cannot show objectively tangible harm resulting from paid leave D. holding that a period of paid leave does not qualify as a suspension E. holding negligence on the part of the attorney does not qualify for such relief

assistant: The best answer is D. holding that a period of paid leave does not qualify as a suspension
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any entitlement to any severance benefits shall be governed by the terms of Sections 10 and 11 of the Employment Agreement (if applicable) and shall be deemed to include statutory entitlements (if any) under UK law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company confirms that neither it nor any Person acting on its behalf has provided any Investor or its respective agents or counsel with any information that the Company believes constitutes material, non-public information concerning the Company, the Subsidiaries or their respective businesses, except insofar as the existence and terms of the proposed transactions contemplated hereunder may constitute such information. The Company understands and confirms that the Investors will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. Except as specified below, all disclosure provided to the Investors regarding the Company, the Subsidiaries or their respective businesses and the transactions contemplated hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

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: a union meeting to determine whether Plaintiff would remain in his role as staff representative and chief negotiator. See id. ¶ 125. Acknowledging the power of persuasion, as Fritz does, makes eminent sense; a person of ordinary firmness would likely be deterred from participating in protected activity by the prospect of an influential public official endangering his or her economic livelihood, irrespective of whether a third party was necessary to, or even did,' pull the proverbial trigger. See Fritz, 592 F.3d at 726 (“A person of ordinary firmness would be deterred from engaging in protected conduct, if as a result, a public official encouraged her employer to terminate the person’s contract or to have her change her behavior.”); Harris v. Bornhorst, 513 F.3d 503, 519 (6th Cir.2008) (<HOLDING>); Paige v. Coyner, 614 F.3d 273, 281 (6th Options: A. holding that plaintiffs complaint against tribal officials was barred under doctrine of sovereign immunity because the officials votes individually had no legal effect and it was the official action of the band following the officials votes that caused plaintiffs injuries B. holding that for purposes of a title vii retaliation claim an action is cognizable as an adverse employment action if it is reasonably likely to deter employees from engaging in protected activity C. holding that public officials comments to plaintiffs prospective employer regarding the officials own opinion as to whether plaintiff was guilty of a crime for which plaintiffs conviction had been reversed would likely deter a person of ordinary firmness from protected activity D. holding that summary judgment for defendant officials on the basis of qualified immunity was improper given officials indefinite refusal to treat plaintiffs cavity E. holding that alleged misconduct by public officials particularly by law enforcement officials is matter of public concern

assistant: The best answer is C. holding that public officials comments to plaintiffs prospective employer regarding the officials own opinion as to whether plaintiff was guilty of a crime for which plaintiffs conviction had been reversed would likely deter a person of ordinary firmness from protected activity
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 or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Participant to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Warrant exercise involving the sale of Shares to pay the Option or Warrant exercise price or any tax withholding obligation.

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 case excerpt and choose the best holding from the options. Case excerpt: motion to dismiss. A. Tribal Sovereign Immunity As a threshold matter, we must determine if CNI enjoys tribal-sovereign immu nity. If so, a dismissal for lack of jurisdiction was proper. See Lovely, 570 F.3d at 782 n. 2 (6th Cir.2009) (“[Sovereign immunity is a jurisdictional doctrine----”) (internal quotation marks omitted); cf. Nair v. Oakland County Cmty. Health Auth., 443 F.3d 469, 474 (6th Cir.2006) (“[T]he Eleventh Amendment is jurisdictional in the sense that it is a limitation on the federal court’s judicial power.”) (internal quotation marks omitted). Moreover, if CNI enjoys tribal-sovereign immunity, we need not address the issues of diversity jurisdiction and federal-question jurisdiction. See Miner Elec., Inc. v. Muscogee (Creek) Nation, 505 F.3d 1007, 1011 (10th Cir.2007) (<HOLDING>). MBF argues that CNI waived its Options: A. holding that the race of the prosecutor is irrelevant B. holding that qualified immunity is not merely immunity from damages but also immunity from suit C. holding that an official capacity suit should be treated as a suit against the entity D. holding that if property is not property1 of the public entity then the public entity cannot be subject to suit under the dangerous condition waiver E. holding that if an entity enjoys tribalsovereign immunity federal jurisdiction is otherwise irrelevant and dismissal of the suit is proper

assistant: The best answer is E. holding that if an entity enjoys tribalsovereign immunity federal jurisdiction is otherwise irrelevant and dismissal of the suit is proper
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: by downloading or using our applications , you expressly agree that we may communicate with you regarding transactions you have initiated on the services or respond to your communications to us through the services by sms , mms , text message , or other electronic means directed to your device and that certain information about your usage of the applications may be communicated to us .

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: All amounts due under this Section 10.04 shall be payable not later than thirty (30) days after receipt by QCP of an invoice setting forth such amounts in reasonable detail, together with backup documentation supporting the relevant request.

assistant: Payments
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, including Schedule 1 hereto, and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties.

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: of appeal” and remanding for the trial court to make factual findings as to its basis for the dismissal); Rogers, 262 Ga. App. at 857 (1) (vacating a trial court’s dismissal of an appeal and remanding the case when “[t]he trial court simply granted the motion without elaboration and failed to make the necessary findings as to whether the delay was unreasonable, inexcusable, and caused by [the appellant]”); Wood v. Notte, 238 Ga. App. 748, 749 (1) (519 SE2d 923) (1999) (reversing the trial court’s dismissal order and remanding the case for the trial court to make factual findings when the order “merely granted the motion to dismiss” without making findings as to the reasonableness and excusability of the delay as well as on the issue of causation). 13 See Mitchell, 285 Ga. at 577 (2) (<HOLDING>); Cooper v. State, 235 Ga. App. 66, 67 (2) (508 Options: A. holding that ajlthough ocga 5648 c sets forth the conditions upon which the trial court may dismiss an appeal for delay it does not by its terms require the court to make a formal recitation of those conditions in its order and affirming a trial courts dismissal order which found that the delay was unreasonable but had no express finding that the delay was inexcusable punctuation omitted B. holding that the trial court made sufficient findings of fact to support its dismissal of an appeal when the order set forth the circumstances surrounding the appealing partys 16month delay in paying court costs and the appellee had moved to dismiss the appeal based on an inexcusable delay caused by the appellants failure to pay costs C. holding that a partys explanation that the delay in paying costs was caused by a desire to avoid seeking public assistance in payment did not rebut inference D. holding that evidence that a partys delay in paying costs was caused by a miscommunication was not sufficient to rebut inference E. holding that trial court made sufficient findings of fact when it dismissed appeal

assistant: The best answer is B. holding that the trial court made sufficient findings of fact to support its dismissal of an appeal when the order set forth the circumstances surrounding the appealing partys 16month delay in paying court costs and the appellee had moved to dismiss the appeal based on an inexcusable delay caused by the appellants failure to pay costs
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 constitutes the entire agreement between the parties with respect to severance pay, benefits and accelerated vesting in connection with any termination of employment and supersedes in all respects all prior agreements between the parties concerning such subject matter, including without limitation any offer letter or employment agreement relating to the Executive’s employment relationship with the Company. In the interest of clarity, any agreement relating to confidentiality, noncompetition, nonsolicitation or assignment of inventions shall not be superseded by this Agreement and the Executive acknowledges and agrees that any such agreement shall remain in full force and effect.

assistant: Integration
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 Release may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart. Facsimile signatures shall be accepted the same as an original signature. A photocopy of this Release may be used in any action brought to enforce or construe this Release.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: implications or that preempt State law.” 65 Fed.Reg. at 81103 (emphasis added). Further, despite our specifically asking the FDA to address whether their current position can be reconciled with the December 2000 statement, the Colacicco Amicus brief is completely silent on the 2000 statement. See Letter to Counsel for the Government Re: Follow-Up Questions for the Amicus Brief, Colacicco v. Apotex, Civ No. 05-5500 (Doc. No. 44) (E.D.Pa. May 4, 2006); Colacicco Amicus at 20. Nonetheless, although consistency of an administrative agency’s , position is a factor, as Chevron made clear, there is no longer any justification for not giving deference to an agency’s interpretation of law merely because it is not the agency’s longstanding position. Chevron, 467 U.S. at 863-64, 104 S.Ct. 2778 (<HOLDING>). “On the contrary, the agency, to engage in Options: A. holding that an agencys interpretation of its own regulations is entitled to deference B. holding that where statute is ambiguous deference is appropriately accorded to agencys interpretation C. holding that agency interpretation which is reasonable is entitled to deference D. holding the fact that the agency has from time totime changed its interpretation does not lead us to conclude that no deference should be accorded the agencys interpretation of the statute an initial agency interpretation is not instantly carved in stone see also horn 376 f3d at 179 we cannot agree with plaintiff that the fdas position is entitled to no deference simply because it represents a departure from its prior position E. holding that a longstanding agency interpretation was no longer entitled to chevron deference given that the agency had changed its position on the issue

assistant: The best answer is D. holding the fact that the agency has from time totime changed its interpretation does not lead us to conclude that no deference should be accorded the agencys interpretation of the statute an initial agency interpretation is not instantly carved in stone see also horn 376 f3d at 179 we cannot agree with plaintiff that the fdas position is entitled to no deference simply because it represents a departure from its prior position
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: 702, Plaintiffs injuries, - according to the Injury Report, were treatable with over-the-counter pain medication and an injection, (see Pl.’s Ltr. at unnumbered 2). Plaintiff does not allege otherwise or that he suffered any permanent harm. See, e.g., Sloane v. Borawski, 64 F.Supp.3d 473, 494 (W.D.N.Y.2014) (finding that, even if the defendant did ignore the claimed “broken ribs, ankle fracture and lower right-side back injury,” the “plaintiff cannot meet the objective component of an Eighth Amendment violation”); Alster v. Goord, 745 F.Supp.2d 317, 337 (S.D.N.Y.2010) (“Because hospital records reveal no fractures or dislocation, this injury is not sufficiently serious to meet the objective prong of the Eighth Amendment standard.”); Dallio v. Hebert, 678 F.Supp.2d 35, 44 (N.D.N.Y.2009) (<HOLDING>); Johnson v. Wright, 477 F.Supp.2d 572, 575 Options: A. holding that charging fees for medical services did not violate the eighth amendment where prisoner did not allege denial of medical care B. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation C. holding that two black eyes bruising in the kidney area kick marks open lacerations headache and numbness did not constitute serious medical need for eighth amendment purposes D. holding that an assertion of pain sensation alone unaccompanied by any large medical complications does not amount to a serious medical need under the eighth amendment brackets and internal quotation marks omitted E. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs

assistant: The best answer is C. holding that two black eyes bruising in the kidney area kick marks open lacerations headache and numbness did not constitute serious medical need for eighth amendment purposes
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: 571 So.2d 493, 496 (Fla. 1st DCA 1990) (denying a petition for writ of prohibition on the merits but noting that “[w]hen the motion was denied and movants elected to challenge that ruling by seeking a writ of prohibition rather than waiting to raise the issue on plenary appeal, a petition should have been filed as soon as practicable” citing Carr v. Miner, 375 So.2d 64 (Fla. 1st DCA 1979))). A party having knowledge of grounds to disqualify a judge may not delay taking preventive action until after suffering an adverse ruling. “A motion for recusal is considered untimely when delayed until after the moving party has suffered an adverse ruling unless good cause for delay is shown.” Fischer v. Knuck, 497 So.2d 240, 243 (Fla.1986); Lawson v. Longo, 547 So.2d 1279, 1281 (Fla. 3d DCA 1989) (<HOLDING>); Data Lease Fin. Corp. v. Blackhawk Heating & Options: A. holding that failure to raise an issue in an opening brief waives that issue B. holding that the failure to raise an issue in the opening brief waives the issue C. holding that party waives right to seek removal of judge by doing nothing to affirmatively promote or protect the issue of the possible recusal D. holding that the defendants motion to amend their notice of removal was proper due to plaintiffs waived objections to the sufficiency of the notice of removal by failing to seek remand within thirty days of removal E. holding that a party waives an objection by failing to request a ruling on the admissibility of the evidence before the district court

assistant: The best answer is C. holding that party waives right to seek removal of judge by doing nothing to affirmatively promote or protect the issue of the possible recusal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party and its Subsidiaries is in compliance with (a) the rules and regulations as provided in Section 6.15 and (b) except such non‑compliance with such other Applicable Laws that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, all other Applicable Laws. Each Credit Party and each Subsidiary of any Credit Party possesses all certificates, authorities or permits issued by appropriate Governmental Authorities necessary to conduct the business now operated by it, except for those certificates, authorities or permits the failure of which to possess could not reasonably be expected to have a Material Adverse Effect. No Credit Party nor any Subsidiary of any Credit Party has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit the failure of which to have or retain could reasonably be expected to have 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: Each Borrower shall indemnify Agent , each Lender and each of their respective officers, directors, Affiliates , attorneys, employees and agents from and against any and all liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever ( including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents , whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment) . Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever ( including reasonable fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 16.5 by any Person under any Environmental Laws or similar laws by reason of any Borrower’s or any other Person ’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste , or other Toxic Substances . Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders , but including any intangibles taxes , stamp tax, recording tax or franchise tax) shall be payable by Agent , Lenders or Borrowers on account of the execution or delivery of this Agreement , or the execution, delivery, issuance or recording of any of the Other Documents , or the creation or repayment of any of the Obligations hereunder , by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes , including interest and penalties thereon, and will indemnify and hold the indemnitees described above in this Section 16.5 harmless from and against all liability in connection therewith.

assistant: Indemnity
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 fact that the insurance contract was silent on the question of reimbursement for unobligated payments, stating that “where ... the terms of the contract do not address the compensation owed to a plaintiff for a particular benefit conferred on the defendant, the plaintiff may obtain restitution if the defendant would be unjustly enriched by retaining that benefit.” Id. at 754. The Court further rejected the insured’s argument that Essex could not recoup the amount of the state court judgment because it paid the judgment voluntarily under a mistake of law, concluding instead that Essex had paid the judgment not due to a mistake of law but, rather, because there were factual questions that needed to be resolved before ascertaining whether it had a duty to indemnify RMJC. Id. at 754-55 (<HOLDING>). The Court further stated that “[pjolicy Options: A. holding that language of contract did not limit plaintiffs recovery to liquidated damages B. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate C. recognizing that pennsylvania law disallows recovery of payments made under a mistake of law such as a misinterpretation of contract language but permits recovery of payments made without full knowledge of the facts D. holding that the irs has notice of plaintiffs alternate ground of recovery because it had considered and evaluated the applicability of the code provision under which the plaintiff sought recovery E. holding that a mistake of law is not a basis to rescind a contract

assistant: The best answer is C. recognizing that pennsylvania law disallows recovery of payments made under a mistake of law such as a misinterpretation of contract language but permits recovery of payments made without full knowledge of the facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than Permitted Liens and those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: imposition of the death penalty, and noting that sentencing decisions "involve ... human judgments ... that build discretion, equity, and flexibility into a legal system” (citations and internal quotation marks omitted)). 128 . Strickland, 466 U.S. at 694, 104 S.Ct. 2052. 129 . Id. 130 . See 11 Del. C. § 4209(d); see also Wiggins v. Smith, 539 U.S. 510, 537, 123 S.Ct. 2527, 156 L.Ed.2d 471 (2003) (ruling that where the imposition of capital punishment requires unanimity among jurors, prejudice exists if “there is a reasonable probability that at least one juror” would have come out in favor of life). 131 . See 68 Del. Laws ch. 189, §§ 1-6 (1991) (discussed in State v. Cohen, 604 A.2d 846 (Del.1992)). 132 . See Ring v. Arizona, 536 U.S. 584, 122 S.Ct. 2428, 153 L.Ed.2d 556 (2002) (<HOLDING>); Brice v. State, 815 A.2d 314 (Del.2003) Options: A. holding that in order to sustain death sentence as a matter of fundamental fairness the jury must find that the aggravating factors outweigh the mitigating factors and this balance must be found beyond a reasonable doubt B. holding that the penaltyphase juryneed not find that aggravating factors sufficiently outweighed mitigating factors beyond a reasonable doubt C. holding that failure to charge that jury must find aggravating factors outweigh mitigating factors beyond a reasonable doubt violates fundamental fairness and requires reversal of death sentence D. holding that if the imposition of the death penalty depends on the existence of aggravating factors a jury must find those factors beyond a reasonable doubt E. holding that sixth amendment requires that a jury not a judge find the existence of any aggravating circumstance and that they be found beyond a reasonable doubt

assistant: The best answer is D. holding that if the imposition of the death penalty depends on the existence of aggravating factors a jury must find those factors beyond a reasonable doubt
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: Neither the execution and delivery of the Transaction Documents, nor consummation by Seller of the transactions contemplated by the Transaction Documents (or any of them), nor compliance by Seller with the terms, conditions and provisions of the Transaction Documents (or any of them) will (A) conflict with or result in a breach of the organizational documents of Seller (B) conflict with any applicable law (including, without limitation, Prescribed Laws), rule or regulation or result in a breach or violation of any of the terms, conditions or provisions of any judgment or order, writ, injunction, decree or demand of any Governmental Authority applicable to Seller, (C) result in the creation or imposition of any lien or any other encumbrance upon any of the assets of Seller, other than pursuant to the Transaction Documents or (D) violate or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, contract or other material agreement to which Seller is a party or by which Seller may be bound.

assistant: Consents
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 hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.

assistant: Expenses
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 Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim receiver, a receiver, a receiver and manager, an administrator, a sequestrator, a monitor, a custodian, a trustee, an interim trustee, a liquidator, an agent or any other similar official of all or a substantial part of its assets or of such Company; (e) be adjudicated a debtor or insolvent or have entered against it an order for relief under the Bankruptcy Code, or under any other bankruptcy insolvency, liquidation, winding-up, corporate or similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be; (f) file a voluntary petition under the Bankruptcy Code or seek relief under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States, or file a proposal or notice of intention to file such petition; (g) have an involuntary proceeding under the Bankruptcy Code filed against it and the same shall not be controverted within ten (10) days, or shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or case; (h) file a petition, an answer, an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors; (i) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company; (j) have an administrative receiver appointed over the whole or substantially the whole of its assets, or of such Company; (k) have assets, the value of which is less than its liabilities; or (l) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

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 case excerpt and choose the best holding from the options. Case excerpt: to order a change of venue on its own motion if an impartial trial otherwise could not be had, and that neither the adoption of the state constitution nor the enactment of a change of venue statute had limited this common law power. The New Mexico Supreme Court agreed with the reasoning of the court of appeals, but cautioned that trial courts must exercise this power only in exceptional cases. 497 P.2d at 233. See also Patterson v. Faircloth, 256 Ga. 489, 350 S.E.2d 243, 246 (1986) (acknowledging that in absence of controlling constitutional or statutory provisions, some courts recognize inherent authority in the trial court to change venue over defense objection when fair trial cannot be obtained in county where crime occurred); Heslop v. State, 202 Md. 123, 95 A.2d 880, 881 (1953) (<HOLDING>); Barry v. Truax, 13 N.D. 131, 99 N.W. 769, 776 Options: A. recognizing that in the united states it has been held that a court has the inherent power to change venue without reliance on constitutional or statutory authority when necessary to assure a fair trial B. holding that a change of venue has no affect on the applicable state law and that change of venue is but a change of courtrooms C. recognizing that new mexico has adopted the common law unless otherwise abrogated by specific statutory provisions and that the power of a trial court to change venue on its own motion if necessary to assure the defendant a fair trial is part of that common law D. recognizing that court has inherent power to control the judicial business before it E. holding that trial court has inherent power to allow in extraordinary and unusual cases a departure from statutory fee guidelines when necessary

assistant: The best answer is A. recognizing that in the united states it has been held that a court has the inherent power to change venue without reliance on constitutional or statutory authority when necessary to assure a fair trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Trpko Taseski, Bosko Taseski, and TRBO Corporation; It is further ORDERED, ADJUDGED and DECREED that the franchise agreement between the parties dated July 5, 1993 is terminated; It is further ORDERED, ADJUDGED and DECREED that defendants/counter-plaintiffs Trpko Taseski, Bosko Taseski, and TRBO Corporation shall comply with the terms of the lease option agreement dated October 10, 1993 within SO days; It is further ORDERED, ADJUDGED and DECREED that defendants/counter-plaintiffs shall be liable for plaintiff/counter-defendant’s reasonable costs, attorneys’ fees and expenses in the amount to be determined by the Court; 1 . Plaintiff argues that defendants have attempted to use the Fifth Amendment privilege against self-incrimination to prevent disco ir.1990) (<HOLDING>); Pedrina v. Han Kuk Chun, 906 F.Supp. 1377, Options: A. holding that district court had ample authority to strike claimants affidavit offered in opposition to governments motion for summary judgment in forfeiture action after claimant invoked fifth amendment and refused to answer governments deposition questions B. holding that because claimant had asserted fifth amendment during discovery he may not submit affidavits in opposition to governments motion for summary judgment C. holding that interested partys affidavit opposed to motion for summary judgment and governments deposition to explore facts asserted in affidavit do not constitute distinct proceedings D. holding that district court need not consider evidence claimant presented to show that property subject to forfeiture proceedings was not acquired with proceeds of claimants husbands drug trafficking activity where claimant refused on fifth amendment grounds to answer governments deposition questions concerning same topics E. holding that deposition testimony offered in opposition to a motion for summary judgment in a medical malpractice case must reveal that the witness is competent to testify as to the matters at issue

assistant: The best answer is A. holding that district court had ample authority to strike claimants affidavit offered in opposition to governments motion for summary judgment in forfeiture action after claimant invoked fifth amendment and refused to answer governments deposition questions
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: v. Verner, 374 U.S. 398, 83 S.Ct. 1790, 10 L.Ed.2d 965 (1963), is not applied to hybrid cases except those involving unemployment compensation); see also MoConnell, 57 U. Chi. L. Rev. at 1127-28 (noting that “ ‘compelling interest’ standard is a misnomer” for hybrid rights claims but that Court outlined standard of review entails “heightened scrutiny”). The Tenth Circuit clearly agrees that the proper scrutiny for review of a hybrid rights claim is a heightened one. See Swanson, 135 F.3d at 699. However, because the Swanson court determined that the Plaintiffs did not have a colorable hybrid claim, it did not apply any heightened standard of scrutiny test and did not detail which heightened standard test discussed by the Smith Court would actually apply. See Swanson, 135 F.3d at 700 (<HOLDING>). Swanson does offer guidance, however, on the Options: A. holding that where no colorable claim can be construed from a complaint it should be dismissed B. holding that we could not review an aliens colorable due process claim that an ij was not impartial because the alien raised the claim for the first time on appeal C. recognizing that appellate counsel is under no duty to raise every colorable claim suggested by a client D. holding that this is not a hybridrights case because plaintiffs demonstrated no colorable claim of infringement on the constitutional right E. holding that there is no constitutional right to appeal a criminal conviction

assistant: The best answer is D. holding that this is not a hybridrights case because plaintiffs demonstrated no colorable claim of infringement on the constitutional right
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Tribe and Authority agree that if the Applicable Courts lack or are unwilling to hear a dispute for which a waiver of sovereign immunity has been given pursuant to this Section 20, then any proper party to such dispute may request binding arbitration of such dispute. The dispute shall be settled in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

assistant: Arbitration
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: if you are a resident of the european union ( eu ) , please note that we offer this alternative dispute resolution process , but we can not offer you the european commission dispute platform as we do not have an establishment in the eu .

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 Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms of the Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and continue to apply to such Awards.

assistant: Terms