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: of the officer’s unlawful conduct (e.g., an unconstitutional search or arrest). The evidence must be such that it would not have been obtained but for the unlawful conduct of the investigating officer. We are of the opinion that G.S. 15A-974(2) requires, at a minimum, this sort of causal connection between violations of Chapter 15A and the evidence objected to if such evidence is to be suppressed. In so holding, we do not decide that a mere “cause in fact” or “but-for” relationship is sufficient ipso facto to require exclusion of evidence obtained as a consequence of substantial violations of Chapter 15A. In certain cases, intervening circumstances might “dissipate the taint” of unlawfulness so that such evidence would be admissible at trial. See, e.g., Wong Sun v. United States, supra (<HOLDING>). We leave all such decisions to future cases. Options: A. holding that the government may not introduce evidence obtained through violations of the fourth amendment B. holding that only materials which were included in the pretrial record and that would have been admissible evidence may be considered C. holding admissible certain evidence which would not have been obtained but for violations of constitutional requirements D. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible E. holding that evidence that would not have been obtained but for an unlawful search must be excluded as fruit of the poisonous tree

assistant: The best answer is C. holding admissible certain evidence which would not have been obtained but for violations of constitutional requirements
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: SJM’s indebtedness to Commerce Bank? ¶29 Moreover, Sauter fails to recognize that, even had he been acting in his official capacity in executing the guaranty, no coverage would be available for his obligation to Commerce Bank for precisely that reason. Had Sauter signed the guaranty in his official capacity on behalf of SJM, the guaranty would bind SJM — not Sauter — and, thus, Sauter would not be personally liable for failure to satisfy any obligation pursuant to the guaranty. See 18B Am. Jur. 2d Corporations § 1587 (2004) (noting that “an officer of a corporation is not personally liable on its contracts if he or she does not purport to bind himself or herself individually”); see also Inland-Ryerson Constr. Prods. Co. v. Brazier Constr. Co., 7 Wn. App. 558, 567, 500 P.2d 1015 (1972) (<HOLDING>). Because Sauter could not thus incur personal Options: A. holding that the code excepts from discharge debts resulting from agreements by the debtor to hold the debtors spouse harmless on joint debts to the extent those debts are in the nature of alimony maintenance or support B. recognizing distinction between corporate officer acting on behalf of himself and corporate officer acting on behalf of his corporation C. holding defendants personally liable for alleged conversion even when acting in corporate capacity D. holding that although a corporate officer is not presumed to be personally liable for corporate debts the officer may expressly bind himself or herself to be answerable for such debts E. holding that a corporate officer signing a contract in his corporate capacity is generally not liable for damages under the contract

assistant: The best answer is D. holding that although a corporate officer is not presumed to be personally liable for corporate debts the officer may expressly bind himself or herself to be answerable for such debts
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: 1.7 due to the nature of the internet , airbnb can not guarantee the continuous and uninterrupted availability and accessibility of the airbnb platform .

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: T HIS A GREEMENT AND ALL DOCUMENTS AND INSTRUMENTS REFERENCED HEREIN REPRESENT THE FINAL AGREEMENT AMONG THE C REDIT P ARTIES , S WAP C OUNTERPARTIES , L OAN P ARTIES AND C OLLATERAL A GENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS , OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES . T HERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES .

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: Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given at its last address as it shall appear upon the warrant register of the Company. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

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 case excerpt and choose the best holding from the options. Case excerpt: lower than a statutory minimum. IV. Melendez next argues that the government’s confidential informants offered to sell him cocaine at prices substantially below market price, thereby leading him to purchase a significantly greater quantity of cocaine than he ordinarily would have been able to purchase given his available funds. He maintains further that the $12,500 he had available for the drug deal would have enabled him to purchase, on the open market, only between one-half and three-quarters of a kilogram of cocaine instead of the more than 50 kilograms attributed to him by the district court. These facts, he contends, mandate a downward departure under application note 17 to USSG § 2D1.1. Melendez is not in a position to make these arguments, however. In his plea a h Cir.1992) (<HOLDING>), cert. denied, — U.S. -, 113 S.Ct. 1023, 122 Options: A. holding that defendants may agree to departure from sentencing guidelines in plea bargain B. recognizing that postoffense rehabilitative efforts while normally not grounds for departure may support departure in extraordinary circumstances and noting that the totality of the circumstances may justify a departure where a single circumstance is not alone sufficient C. holding that a motion under 5k11 permitted a downward departure from the guideline range but that the departure could not extend below the statutory minimum sentence absent an additional motion by the government under 3553e D. holding that notice must state the specific grounds for the departure E. holding that defendants diminished capacity while grounds for departure from the guidelines sentencing range is not grounds for departure below the minimum sentence set by congress

assistant: The best answer is E. holding that defendants diminished capacity while grounds for departure from the guidelines sentencing range is not grounds for departure below the minimum sentence set by congress
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of Paragraph 7 and the acknowledgments of Paragraph 8 are true and accurate as of the date of this Agreement and shall be true and accurate as of the date of delivery to and acceptance by the Company, and shall survive such delivery and acceptance. If, in any respect such representations, warranties and acknowledgments shall not be true and accurate prior to such delivery and acceptance, the undersigned and/or Company shall give immediate written notice of such fact to the other party specifying which representations and warranties and acknowledgments are not true and accurate and the reasons therefore.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The total purchase price for the Property shall be Twenty Six Million and No/100 Dollars ($26,000,000.00). At the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), Buyer shall pay the total purchase price for the Property (as adjusted to account for prorations and closing costs pursuant to the terms of this Agreement) to Seller in cash in immediately available funds.

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: As of the Restatement Date, Annex 6.4 contains a complete and correct list and description of the Borrower’s and each Subsidiary’s jurisdiction of organization and ownership structure. As of the Restatement Date, the Borrower has no Subsidiaries except as shown on Annex 6.4.

assistant: Organizations
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: trial in order to be preserved for appeal. State v. Ovitt, 2005 VT 74, ¶ 13, 178 Vt. 605, 878 A.2d 314 (mem.). The “issue” the trial court ruled on was not whether a Wade hearing was necessary — and this is natural enough, in light of defendant’s failure to ask for one when invited to — but simply whether the identification was admissible at all. The Wade-hearing issue was not preserved, and defendant does not contend that it was plain error not to hold a Wade hearing. Accordingly, we decline to address whether a Wade hearing was necessary under these circumstances. State v. White, 172 Vt. 493, 499, 782 A.2d 1187, 1192 (2001) (declining to address claim raised for the first time on appeal where party failed to assert plain error); see also Watkins v. Sowders, 449 U.S. 341, 349 (1981) (<HOLDING>). III. The excited utterance ¶ 8. Defendant Options: A. holding that information was voluntarily provided to the government which mandated the critical mass test B. holding that the failure of all defendant to join in the petition for removal mandated remand to state court C. holding that in certain circumstances fraud can be prosecuted under the statute D. holding that the defendants presence at an in camera conference between the judge defense counsel and a juror regarding the jurors possible bias while not constitutionally mandated was required by rule 43 E. holding that although wade hearing may be constitutionally mandated under certain circumstances it is not mandated in all cases

assistant: The best answer is E. holding that although wade hearing may be constitutionally mandated under certain circumstances it is not mandated in all cases
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 will not, and will not will permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (i) those properties listed in Schedule 6.09 , (ii) those assets approved by the Administrative Agent in its reasonable discretion, and (iii) any other sale or transfer of any fixed or capital assets by the Company or any Subsidiary; provided , however , that the aggregate outstanding principal amount of Attributable Debt resulting from such transactions under this clause (iii) shall not exceed $50,000,000 at any time.

assistant: Sales
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: prove by a preponderance of the evidence any “mitigating factors.” United States v. White, 1 F.3d 13,18 (D.C.Cir.1993) (Silberman, J). On the other hand, if § 2D1.8(a)(2) sets the base offense level, then the district court might have been required to make a factual finding as to participation, regardless of whether the defendant raised the issue. See United States v. Price, 409 F.3d 436, 444 (D.C.Cir.2005). Question (1) in this case thus depends on whether § 2D1.8(a)(2) is a mitigating factor. However it is resolved, determining § 2D1.8(a)(2)’s character is a purely legal question. Questions of law receive either de novo review (if objected to) or plain error review (if unobjected to). Haery T. Edwards & LiNda A. Elliott, Federal STANDARDS OF REVIEW — REVIEW OF DISTRI 8 (9th Cir.2003) (<HOLDING>). Indeed, it is not surprising that there is a Options: A. holding that the burden to show that reprocurement did not subject the government to excess costs was on the plaintiff contractor B. holding that the burden is on the plaintiff C. holding burden is on the defendant to show applicability of 2d18a2 D. holding that burden is on government to show that error in failure to provide notice is harmless E. holding burden is on the government to show participation under 2d18al

assistant: The best answer is E. holding burden is on the government to show participation under 2d18al
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, and any one counterpart executed by all of the parties hereto, or any set of counterparts so executed in aggregate, shall constitute a complete original. In proving this Agreement, it shall not be necessary to produce or account for more than one such complete original.

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 legal provision and list the applicable contract clause categories. Provision: All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery, delivery by Federal Express or other recognized overnight delivery service or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, return receipt requested, if to the Company at its executive offices and if to Grantee at the address shown beneath his or her signature to this Agreement, or in either case at such other address or addresses as either party shall designate to the other in accordance with this Section.

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 case excerpt and choose the best holding from the options. Case excerpt: that already presented, the Court would have to hold, out of fairness to both sides, counsel to the time allotted. And that means it’s been expended. These portions of the transcript not only demonstrate that the mother has failed to advise us of any prejudice resulting from the complained-of action by the trial court, but that she also failed to advise the trial court of any claimed prejudice. In that regard, the quoted portion of the record makes it clear that she did not make the required offer of proof at trial as to the evidence that she would have presented at trial if given more time, such that even if the mother’s point relied on were not wholly defective, she failed to preserve her claim for appellate review in any event. See Brady v. Brady, 39 S.W.3d 557, 560-61 (Mo.App.2001) (<HOLDING>). As a result of the substantial deficiencies Options: A. holding that in order to preserve an issue for review a party must make a timely and specific objection at trial B. holding that to properly preserve an objection to the trial courts imposing a time limit for the presentation of evidence the objecting party must make a specific and definite offer of proof informing the trial court of the evidence that is being excluded by the limitation C. holding that to preserve an alleged error in the admission of evidence a timely objection must be made to the introduction of the evidence specific grounds for the objection should be stated and a ruling on the objection must be made by the trial court D. holding party must make timely and specific objection at trial to preserve issue for appellate review E. holding that an adequate offer of proof is normally required to preserve error when a trial court excludes evidence

assistant: The best answer is B. holding that to properly preserve an objection to the trial courts imposing a time limit for the presentation of evidence the objecting party must make a specific and definite offer of proof informing the trial court of the evidence that is being excluded by the limitation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required under this Agreement shall be given in writing to the Parties by either: (i) personal delivery; or (ii) nationally recognized overnight courier with all fees prepaid. All notices are deemed to have been made upon sending.

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: Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. For the avoidance of doubt, transactions related to the formation of the Network Entities, transactions related to the formation of the Special Film Entities, the Real Property SPE and the Specified JVs and transactions between the Borrower and its Subsidiaries, on the one hand, and any Network Entity that is not a Subsidiary or any Special Film Entity or the Real Estate SPE or any Specified JV, on the other hand, shall not be deemed to be outside of the ordinary course of business.

assistant: Transactions With Affiliates
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: warrant founded on probable cause implicitly carries with it the limited authority to enter a dwelling in which the suspect lives when there is reason to believe the suspect is within. Payton v. New York, 445 U.S. 573, 603, 100 S.Ct. 1371, 63 L.Ed.2d 639 (1980); see also Steagald v. United States, 451 U.S. 204, 214 n. 7, 221, 101 S.Ct. 1642, 68 L.Ed.2d 38 (1981) (“Because an arrest warrant authorizes the police to deprive a person of his liberty, it necessarily also authorizes a limited invasion of that person’s privacy interest when it is necessary to arrest him in his home.”). As a general rule, officers must give notice of their authority and purpose before entering private premises to make an arrest. See Wilson v. Arkansas, 514 U.S. 927, 930, 115 S.Ct. 1914, 131 L.Ed.2d 976 (1995) (<HOLDING>). However, the so-called knock-and-announce Options: A. holding common law knockandannounce principle forms part of the fourth amendment reasonableness inquiry B. holding that commonlaw knock and announce principle forms a part of the reasonableness inquiry under the fourth amendment C. recognizing principle D. holding that knockandannounce principle is an element of the fourth amendment reasonableness inquiry because we have little doubt that the framers of the fourth amendment thought that the method of an officers entry into a dwelling was among the factors to be considered in assessing the reasonableness of a search and seizure E. holding that commonlaw knock and announce rule is part of the fourth amendment reasonableness inquiry

assistant: The best answer is A. holding common law knockandannounce principle forms part of the fourth amendment reasonableness inquiry
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 6.6.

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 case excerpt and choose the best holding from the options. Case excerpt: decision to address that question. DISCUSSION Applicable Legal Standard Debtors seek approval of all aspects of the merger under Section 363, which provides, in relevant part, that “[t]he trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Although Section 363 of the Bankruptcy Code does not set forth a standard for determining when it is appropriate for a court to authorize the sale, disposition, or other use of a debtor’s assets, courts in the Second Circuit and elsewhere have required that it be based upon the sound business judgment of the debtor. See Comm. of Unsecured Creditors of LTV Aerospace & Defense Co. v. LTV Corp. (In re Chateaugay Corp.), 973 F.2d 141 (2d Cir.1992) (<HOLDING>); Comm. of Equity Sec. Holders v. Lionel Corp. Options: A. holding that there is no rational reason for the retroactive application of 80173 and the prospective application of 833 B. holding retroactive application C. holding that a judge reviewing a section 363b application must find from the evidence presented a good business reason to grant such application D. holding no retroactive application E. recognizing that application of section 507a7 should be coincidental with application of section 523a5 because of identical language in the two statutes

assistant: The best answer is C. holding that a judge reviewing a section 363b application must find from the evidence presented a good business reason to grant such application
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 otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment with (or service to) the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Options and SARs awarded to the Participant shall be automatically forfeited on such termination.

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 case excerpt and choose the best holding from the options. Case excerpt: of the rights of litigants.” Esty v. Beal Bank S.S.B., 298 S.W.3d 280, 297 (Tex.App.-Dal las 2009, no pet.). Interrogatories and requests for admission are not pleas, pleadings, or motions. See Exito, 142 5.W.3d at 305 n. 11 (noting that the “pleadings” in a suit are the petition and answer, and a “motion” is an “ ‘application requesting a court to make a specified rule or order’ ”) (citing Tex.R. Civ. P. 45 and quoting Black’s Law Dictionary 1031 (7th ed.1999)). Further, Horowitz did not waive her special appearance by filing a motion to compel discovery. By its express terms, the motion was made subject to Horowitz’s special appearance and her motion to dismiss for forum, non conveniens. See Puri v. Mansukhani, 973 S.W.2d 701, 707 (Tex.App.-Houston [14th Dist.] 1998, no pet.) (<HOLDING>). The motion to compel was not heard or decided Options: A. holding that filing of rule 11 agreement and hearing of jurisdictionrelated discovery dispute did not waive special appearance B. holding that defendant did not waive his special appearance by filing a motion for new trial subject to the special appearance C. holding that party waived special appearance D. holding that the defendant did not waive his special appearanee by filing a motion for sanctions that was made subject to and in the alternative to his special appearance and where the motion for sanctions was not heard or ruled upon E. holding that defendant does not waive special appearance by engaging in discovery regarding merits of plaintiffs claims

assistant: The best answer is B. holding that defendant did not waive his special appearance by filing a motion for new trial subject to the special appearance
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: actions over the shorter limitations period for § 113(f) contribution claims. Id. at 2338. “To maintain the vitality of § 113(f), however, PRPs who have been subject to a civil action pursuant to §§ 106 or 107 or who have entered into a judicially or administratively approved settlement must seek contribution under § 113(f).” ITT, 506 F.3d at 458 (citing Atlantic Research, 127 S.Ct. at 2338, but noting that the Supreme Court had acknowledged a possible overlap). The plaintiff in Atlantic Research was a PRP who had not been subject to an action under § 106 or § 107, and who had not entered into a judicially or administratively approved settlement. The plaintiff had incurred costs voluntarily and accordingly was unable to bring a -03-5985, 2008 WL 1958002, at *6 (E.D.N.Y. May 2, 2008) (<HOLDING>). Atlantic Research held that “the remedies Options: A. holding that where the defendants 107 claim was based on remediation costs they incurred and may incur in the future as the result of a lawsuit instituted under 107a they did not demonstrate that they incurred necessary costs of response within the meaning of 107a B. holding that investigatory costs are considered costs of response under cercla C. holding that the plaintiffs failed to establish unconscionability based upon the alleged excessive cost of arbitration because they failed to supply information as to the actual costs that might be incurred D. holding that because plaintiffs failed to prove that their incurred fuel characterization and loading costs would not have been incurred in the nonbreach world plaintiffs were not entitled to recovery for these costs E. holding that bankruptcy court could not enter judgment for 7402564 under 107a for incurred costs when such costs had not been incurred

assistant: The best answer is A. holding that where the defendants 107 claim was based on remediation costs they incurred and may incur in the future as the result of a lawsuit instituted under 107a they did not demonstrate that they incurred necessary costs of response within the meaning of 107a
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will pay all reasonable Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, title insurance, title updates, real estate taxes, and insurance policies.

assistant: 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: Each Party shall such hold harmless and indemnify the other Party from and against all losses, damages, demands, claims, suits, and liabilities, including attorney fees and other expenses of litigation, arising out of or related to the performance or failure to perform their obligations under this Agreement; including agents, or employees, or permitted subcontractors.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 8.4 , there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened in writing with respect to Holdings, the Borrower or any of the Restricted Subsidiaries that have a reasonable likelihood of adverse determination and such determination could reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The capitalization of the Company as of as of the date hereof is as set forth on Schedule 3.1(h) . Except as set forth on Schedule 3.1(h) , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(h) , no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(h) , and as a result of the purchase and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into and/or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as disclosed on Schedule 3.1(h) , the issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders, except as disclosed on Schedule 3.1(h) .

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 legal provision and list the applicable contract clause categories. Provision: The Committee may from time to time grant Other Awards under this Plan. The Committee, in its sole discretion, shall determine, and provide in the applicable Agreement for, the terms and conditions of such Other Awards provided that such Other Awards shall not be inconsistent with the terms and purposes of this Plan. Except as otherwise provided in the Agreement, during any period during which an Other Award is subject to a substantial risk of forfeiture, Participants holding an Other Award shall have no dividend rights with respect to Shares subject to such Other Award, and shall have no voting rights with respect to such Award. The Committee may, in its sole discretion, direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions which are consistent with the terms and conditions of the Award to which such Shares relate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: trial court make findings of fact or conclusions of law. When there is no request for findings and the trial court does not make specific findings of fact, “we ‘must assume that the trial court found every fact necessary to support its [ruling] and must affirm if any reasonable construction of the evidence justifies the decision.’ ” In re Estate of Shumway, 197 Ariz. 57, 61, ¶ 9, 3 P.3d 977, 981 (App.1999) (alteration in original) (quoting Stevenson v. Stevenson, 132 Ariz. 44, 46, 643 P.2d 1014, 1016 (1982)), vacated in part on other grounds, 198 Ariz. 323, 9 P.3d 1062 (2000). The foregoing proposition pre sumes, however, that the trial court did not otherwise abuse its discretion by misapplying the law. Grant v. Ariz. Pub. Serv. Co., 133 Ariz. 434, 455-56, 652 P.2d 507, 528-29 (1982) (<HOLDING>). ¶ 14 Bearing in mind that the Restrictions Options: A. holding that sentencing court abuses its discretion by committing a clear error of judgment B. holding that trial court clearly abuses its discretion if it reaches decision so arbitrary and unreasonable as to amount to clear and prejudicial error of law C. recognizing that we review a trial courts jury instruc tions for abuse of discretion and that a district court abuses its discretion when it makes an error of law internal quotation marks omitted D. holding that a court abuses its discretion by making clear errors of judgment E. recognizing that the trial court abuses its discretion when it commits an error of law in reaching a discretionary decision

assistant: The best answer is E. recognizing that the trial court abuses its discretion when it commits an error of law in reaching a discretionary decision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In this Agreement, unless a clear contrary intention appears, (a) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or other subdivision, (b) reference to any section means such section hereof, (c) the word “ including ” (and with correlative meaning “ include ”) means including, without limiting the generality of any description preceding such term and (d) where any provision of this Agreement refers to action to be taken by either party, or that such party is prohibited from taking an action, such provision shall be applicable whether such action is taken directly or indirectly by such party.

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 Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason, other than as set forth in paragraphs (b) – (e) of Paragraph 3 hereof, you shall forfeit all of your right, title and interest in and to all Restricted Shares, except as determined by the Committee pursuant to Paragraph 3.1 hereof. In addition, upon each Determination Date, you shall forfeit all of your right, title and interest in and to any Restricted Shares that are eligible to vest and become non-forfeitable on such date, but which fail to vest and become non-forfeitable on such date pursuant to the Performance Vesting Formula.

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 case excerpt and choose the best holding from the options. Case excerpt: does apply to the NCAA, because of the extreme amount of control the association exercises over student-athletes’ access to the playing field of competitive collegiate sports. The Court also finds that Plaintiffs diagnosed learning disability substantially affects the major life activity of learning, so the ADA therefore protects Plaintiff from discrimination based on that disability. Furthermore, the Court finds that granting Plaintiff a waiver of the NCAA’s 75/25 Rule, so long as Plaintiff maintains the minimum grade point average and progression toward his degree, constitutes a necessary and reasonable modification of NCAA bylaws and does not fundamentally alter the NCAA’s purpose. However, the Court finds that disputed issues of materi Ins. Co., 225 F.3d 1042, 1047 (9th Cir.2000) (<HOLDING>); Van Hulle v. Pac. Telesis Corp., 124 Options: A. holding that insurance company administering employerprovided disability plan was not place of public accommodation under ada because employees received their benefits through employment not through a public accommodation B. holding failure to immediately approve request for accommodation even for employee with known disability did not constitute denial of reasonable accommodation where employer was working on solution over several months C. holding that because plaintiff received her disability benefits via her employment and had no nexus to defendants insurance office she was not discriminated against in connection with a public accommodation and therefore could not state a claim under title iii D. holding that public accommodation within meaning of title iii of ada includes more than actual physical structures E. holding that the disabled individual bears the initial burden of proposing an accommodation and showing that that accommodation is objectively reasonable and that the defendant was entitled to prevail because the plaintiffs proposed accommodation of remaining on unpaid medical leave until another customer service or receptionist position opened up was not a reasonable accommodation under the ada

assistant: The best answer is A. holding that insurance company administering employerprovided disability plan was not place of public accommodation under ada because employees received their benefits through employment not through a public accommodation
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 several eonflict>of-interest eases on which plaintiffs rely all involved elected officials of political subdivisions such as cities and towns which do not raise similar separation-of-power concerns. Coleman v. Miller, 307 U.S. 433 (1939), on which plaintiffs also substantially rely, is equally unavailing. There the Supreme Court held that twenty state senators from Kansas had standing to challenge the constitutionality of a vote on a proposed amendment to the United States Constitution based on their claim that a tie-breaking vote east by the state’s lieutenant governor did not represent a ratification by the state “Legislature,” as required by Article V of the United States Constitution. As the Supreme Court more recently explained in Raines v. Byrd, 521 U.S. 811, 823 (1997) (<HOLDING>), Coleman stands “at most” for the narrow Options: A. holding that plaintiffs lacked standing to challenge the hatch act because the nature of the political activities they intended to engage in was a matter of speculation B. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant C. holding that members of congress lacked standing to challenge the constitutionality of the line item veto act D. holding that a passenger who lacked a property or possessory interest in the automobile or property seized lacked standing to challenge a search of the car E. holding that plaintiffs lacked standing to sue

assistant: The best answer is C. holding that members of congress lacked standing to challenge the constitutionality of the line item veto act
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: proved to the jury beyond a reasonable doubt.” Id. at 156-57 (footnotes omitted). However, in the case of multiple counts of conviction, the guidelines instruct that if the total punishment mandated by the guidelines exceeds the highest statutory maximum, the district court must impose consecutive terms of imprisonment to the extent necessary to achieve the total punishment. See U.S. Sentencing Guidelines Manual § 5G1.2(d) (2000). Therefore, the district court was obligated to impose consecutive sentences on Turnbull’s various convictions until it reached the total punishment of one hundred years. United States v. White, 238 F.3d 537, 542-43 (4th Cir.), cert. denied, 532 U.S. 1074, 121 S.Ct. 2235, 150 L.Ed.2d 225 (2001). See also United States v. Roberts, 262 F.3d 286 (4th Cir. 2001) (<HOLDING>). Consequently, Turnbull cannot show that his Options: A. holding that party asserting plain error must show a reasonable probability that but for the error claimed the result of the proceeding would have been different B. holding that it is the burden of the party who failed to preserve his argument to demonstrate plain error C. holding the burden is on the defendant to demonstrate the error satisfies each prong of the plain error test D. holding that if the result of white stacking yields the functional equivalent of a life sentence defendant cannot demonstrate plain error E. holding that a defendant must be granted credit for time served in any institution serving as the functional equivalent of a county jail

assistant: The best answer is D. holding that if the result of white stacking yields the functional equivalent of a life sentence defendant cannot demonstrate plain error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided in this paragraph, the parties agree that the terms and conditions of this Separation Agreement are and shall be deemed to be confidential and hereafter shall not be disclosed to any other person or entity. The only disclosures excepted by this paragraph are (a) as may be required by law; (b) the parties may tell prospective employers the dates of the E XECUTIVE ’s employment, positions held, the E XECUTIVE ’s duties and responsibilities and salary history with the C OMPANY ; (c) the E XECUTIVE is able to disclose Sections 9 and 10 of the Employment Agreement, as referenced herein, to potential or future employers; (d) the parties may disclose the terms and conditions of this Separation Agreement to their attorneys, accountants, tax advisors, and/or any other person necessary to enforce such terms and conditions; and (e) the parties may disclose the terms and conditions of this Separation Agreement to their respective spouses, if any, provided, however, that the E XECUTIVE makes the E XECUTIVE ’s spouse aware of the confidentiality provisions of this paragraph and the E XECUTIVE ’s spouse agrees to keep the terms of this Separation Agreement confidential.

assistant: Confidentiality