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: departure, the defendant had more than one criminal history point under § 4A1.1 (Criminal History Category).”). Defendant also argues that the district court could have considered the assessment of the criminal history point for the OWI conviction to be “advisory,” leaving only one criminal history point and satisfying the first requirement for eligibility under the “safety valve” provision. This argument — essentially that the district court failed to recognize its discretion to apply the safety-valve exception through the granting of a downward variance — was rejected by this court in United States v. Branch, 537 F.3d 582, 592-95 (6th Cir.), cert. denied, — U.S. -, 129 S.Ct. 752, 172 L.Ed.2d 746 (2008). See United States v. Carrean, 373 Fed.Appx. 557, 560 (6th Cir.2010) (unpublished) (<HOLDING>). Because neither a departure nor a variance Options: A. holding unconstitutional the mandatory application of the federal sentencing guidelines B. holding that even though the guidelines are advisory a district court must accurately calculate and consult the defendants guidelines range C. holding that the mere mandatory application of the guidelines the district courts belief that it was required to impose a guidelines sentence constitutes error D. holding that even without booker constitutional error in the district courts application of the guidelines there could be nonconstitutional error where the court applied the guidelines in a mandatory fashion E. holding that although the guidelines are not mandatory when applied independently the district court still must adhere to the guidelines insofar as they incorporate the provisions of 3553f

assistant: The best answer is E. holding that although the guidelines are not mandatory when applied independently the district court still must adhere to the guidelines insofar as they incorporate the provisions of 3553f
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to indemnify and hold harmless each Agent and each Lender and each of their respective affiliates, control persons, directors, officers, employees, attorneys and agents (each, an “ Indemnified Party ”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection with or arising out of, or in connection with the preparation for or defense of, any investigation, litigation, or proceeding (i) related to this Agreement or any of the other documents delivered hereunder, the Loans or any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by the Borrower, whether or not such Indemnified Party is a party to such transaction, or (ii) related to the Borrower’s or Mondelēz’s consummation of any transaction or proposed transaction contemplated hereby (whether or not consummated) or entering into this Agreement, or to any actions or omissions of the Borrower or Mondelēz, any of their respective Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or proceeding is brought by Mondelēz or the Borrower or any other Person; provided , however , that neither the Borrower nor Mondelēz shall be required to indemnify an Indemnified Party from or against any portion of such claims, damages, losses, liabilities or expenses that is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Rule of. Civil Procedure 23, Gomez held Pitts was not clearly irreconcilable with Genesis Healthcare. See id. Although Genesis Healthcare “undermined some of the reasoning employed in Pitts ..,, courts have universally concluded that the Genesis discussion does not apply to class actions.” Id. at 875. “In fact, Genesis itself emphasizes that ‘Rule 23 [class] actions are fun-, damentally different from collective actions under the FLSA.’ ” Id. at 875-76 (alteration in original) (quoting Genesis Healthcare, 133 S.Ct. at 1529). Because Gomez’s holding that Pitts is not clearly irreconcilable with Genesis Healthcare is hot itself clearly irreconcilable with intervening Supreme Court authority, we are bound by Gomez. See Miller v. Gammie, 335 F.3d 889, 892-93 (9th Cir.2003) (en banc) (<HOLDING>). Accordingly, Pitts remains the law of this Options: A. holding that when intervening supreme court case law is clearly irreconcilable with a prior circuit decision a panel of this court is bound by the later and controlling authority and should reject the prior circuit opinion B. holding a threejudge panel may not reexamine normally controlling circuit precedent in the face of an intervening united states supreme court decision unless the reasoning or theory of our prior circuit authority is clearly irreconcilable with the reasoning or theory of intervening higher authority C. holding that a threejudge panel may depart from circuit precedent that has not been expressly overruled when an intervening en banc or supreme court decision has undercut the theory or reasoning underlying the prior circuit precedent in such a way that the cases are clearly irreconcilable D. holding that a three judge panel is not bound by prior circuit precedent if an intervening decision of a higher authority undercuts the theory or reasoning underlying the prior circuit precedent in such a way that the cases are clearly irreconcilable E. holding that a three judge panel is free to reexamine the holding of a prior panel when the supreme court has undercut the theory or reasoning underlying the prior circuit precedent in such a way that the cases are clearly irreconcilable

assistant: The best answer is B. holding a threejudge panel may not reexamine normally controlling circuit precedent in the face of an intervening united states supreme court decision unless the reasoning or theory of our prior circuit authority is clearly irreconcilable with the reasoning or theory of intervening higher authority
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 DEED OF TRUST SHALL BE GOVERNED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SECTION 10.3 OF THE LOAN AGREEMENT; PROVIDED THAT ARTICLE 18 AND THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: hearing, multiple witnesses testified that there were no signs of significant degradation of the DNA evi dence. Therefore, the record does not support the contention that Overton’s counsel could have established a probability of tampering, which would have arguably led to an exclusion of both the STR DNA testing and the RFLP DNA testing results, had evidence been introduced during the Frye hearing with regard to the alleged broken chain of custody. Third, we conclude that the STR DNA testing completed at the Bode Lab meets the requirements of the Frye test. Under the first prong of the Frye test, there is strong evidence that the underlying scientific principle with STR DNA testing was generally accepted at the time of Overton’s trial in 1999. See McDonald, 952 So.2d at 495-96 (<HOLDING>). During the Frye hearing, Dr. Bever, who was Options: A. holding that counsel was not ineffective for failing to request a frye hearing because there was general acceptance in the scientific community of the particular science at issue at the time of the defendants 1995 trial B. holding that trial counsel did not act unreasonably in failing to raise the issue of the defendants mental health at trial C. holding trial counsel was not ineffective for failing to pursue a meritless issue D. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel E. holding that counsel was not ineffective for failing to present mitigating evidence at sentencing because the trial record clearly indicated that the sentencing judge was aware of many of the mitigators that counsel was presenting to this court on appeal

assistant: The best answer is A. holding that counsel was not ineffective for failing to request a frye hearing because there was general acceptance in the scientific community of the particular science at issue at the time of the defendants 1995 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 legal provision and list the applicable contract clause categories. Provision: Borrower (a) has not entered into the transaction contemplated by this Agreement or any Loan Document or the Environmental Indemnity with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the Environmental Indemnity. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.

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: his partner Officer Lilly. When the dissent argues that there was no one else at the setting to whom a purse with unknown contents could be given, it ignores the presence of Officer Stewart’s partner, Officer Lilly- ¶ 19 Further, nothing in the actual facts of this ease supports Officer Stewart’s immediate search of the purse before attempting to assess the situation. Thus, when the dissent engages in a worst-case scenario of what might have subsequently transpired had the purse been returned to Appellant before it was searched, it is pure speculation. The officers might have determined there was no danger in returning the purse to Appellant because the situation was never as exigent as the 9-1-1 report suggested. See State v. Gissendaner, 177 Ariz. 81, 83, 865 P.2d 125, 127 (App.1993) (<HOLDING>). Alternately, the officers might have had time Options: A. holding that exigent circumstances justified warrantless entry where officers were faced with a call reporting burglary in progress B. holding that police in responding to a domestic violence call were not justified in engaging in a warrantless entry because the assault was over and there was no real danger that the assault was about to resume C. holding in an impliedconsent case that a warrantless police entry was unlawful in part because the police did not request entry D. holding that the police officers had probable cause to make a warrantless entry E. holding that counsel was deficient when he failed to object to error in jury charge referring to aggravated assault when the charge was assault on a public servant

assistant: The best answer is B. holding that police in responding to a domestic violence call were not justified in engaging in a warrantless entry because the assault was over and there was no real danger that the assault was about to resume
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 Company nor any of its related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the Financial Industry Regulatory Authority Manual).

assistant: Brokers
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: other evidence; (in) the seriousness of the litigation and the issues involved; (iv) the role of the government in the litigation; and (v) the possibility of future timidity by government employees who will be forced to recognize that their secrets are violable. Dairyland Power, 77 Fed.Cl. at 338 (quoting In re Subpoena Served Upon Comptroller of Currency, 967 F.2d 630, 634 (D.C.Cir.1992)); see also Sikorsky Aircraft, 106 Fed.Cl. at 579. B. Procedural Requirements To assert the deliberative process privilege, the government must meet several procedural requirements. First, the agency head (or her delegee) must personally consider the documents and “assertf ] the privilege in the form of a declaration or affidavit.” Pac. Gas, 70 Fed.Cl. at 134 n. 8; see also Marriott, 437 F.3d at 1308 (<HOLDING>). The purpose of this requirement is to ensure Options: A. holding that failure to timely assert attorneyclient privilege constitutes waiver B. recognizing privilege C. holding that an agency may not delegate its public duties to private entities D. holding that the head of a state administrative agency was protected by executive privilege and could not be forced to appear in court and answer questions about funding of the agency E. holding that an agency head may delegate authority to assert the privilege when carefully undertaken

assistant: The best answer is E. holding that an agency head may delegate authority to assert the privilege when carefully undertaken
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: You shall be entitled throughout the term of employment (and after the end of the term of employment, to the extent relating to service during the term of employment) to the benefit of the indemnification provisions contained on the Effective Date in the Restated Certificate of Incorporation and By-laws of the Company (not including any amendments or additions after the Effective Date that limit or narrow, but including any that add to or broaden, the protection afforded to you by those provisions).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: DNA evidence be excluded; (10) Overton cl n was even beneficial to Overton. For example, one newspaper article illustrated that Overton’s DNA did not match with the DNA evidence from other unsolved murders. Thus, it was reasonable for the trial court to conclude that the pretrial publicity did not completely favor the prosecution’s version of the case. Accordingly, these factors do not support the assertion that the trial court abused its discretion in denying the motion to change venue. 2. Difficulty Encountered in Actually Selecting a Jury Notwithstanding that some pretrial publicity did exist here, the record establishes that the jurors were not so infected that they could not possibly “put these matters out of their minds.” Rolling, 695 So.2d at 284; see Knight, 866 So.2d at 1209 (<HOLDING>). During voir dire, most of the prospective Options: A. holding that there was no abuse of discretion for denying the motion to change venue because although there had been some publicity surrounding the murder an independent review of the record demonstrates that there was no difficulty in seating the jury B. holding that the defendant waived the issue of change of venue where the trial court denied the motion for a change of venue without prejudice stating that it was willing to reconsider the motion at any time during the jury selection process but the defendant never renewed the motion for a change of venue C. holding that the trial court committed no error in sustaining objection to plaintiffs testimony that the water had been there for some time because the plaintiff had no personal knowledge of how long the puddle had been there D. holding that a change of venue was not warranted due to publicity surrounding an unrelated murder with common features because the defendant failed to establish any specific prejudice against him as a result of the publicity E. holding that there was no ineffective assistance due to appellate counsels failure to challenge the trial courts denial of the motion to change venue because the defendant failed to show actual prejudice

assistant: The best answer is A. holding that there was no abuse of discretion for denying the motion to change venue because although there had been some publicity surrounding the murder an independent review of the record demonstrates that there was no difficulty in seating the jury
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: with the District Court that Seko failed to present a prima facie case under the ADA. See Hennenfent v. Mid Dakota Clinic P.C., 164 F.3d 419, 421-22 (8th Cir.1998) (stating that one element of prima facie ADA case is that employee is qualified to perform essential job functions with or without reasonable accommodation). Further, assuming, as did the District Court, that she established a causal connection between the decision to place her on medical leave and her prior lawsuits, she failed to present evidence showing that Boeing’s proffered legitimate nondiscriminatory reason for placing her on such leave—her inability to return to a job requiring the use of power tools, given her medical condition—was pretextual. See Scroggins v. Univ. of Minn., 221 F.3d 1042, 1045 (8th Cir.2000) (<HOLDING>). We decline to address the new arguments Seko Options: A. holding that even if employee established prima facie case of retaliation he produced no evidence challenging employers reason for firing him B. holding that federal government employee successfully established prima facie case of retaliation under mcdonnell douglas but failed to prove employers proffered reason was pretextual C. holding that the plaintiff failed to establish a prima facie case of retaliation because there was no evidence that the decisionmaker knew of the plaintiffs protected conduct D. holding that a prima facie case of retaliation requires a causal link between the employees protected activity and the employers adverse employment action E. holding that close temporal proximity is sufficient to establish a prima facie case of retaliation

assistant: The best answer is A. holding that even if employee established prima facie case of retaliation he produced no evidence challenging employers reason for firing him
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 trial court’s findings fail to explain, however, why Ilka could not be returned home immediately or within the next six months, and why it is not in her best interests to return home. See In re Everett, 161 N.C. App. 475, 480, 588 S.E.2d 579, 583 (2003) (when a child is not returned home, section 7B-907(b)(l) requires the court to find whether it is possible to return a child to her home immediately or within the next six months, and if not possible, the court must explain why.). The trial court made no findings that respondent-father has failed to progress according to the reunification plan, that he has refused to do what the court required of him, or that his current housing situation would be harmful to Ilka. Cf. In re R.A.H., 182 N.C. App. 52, 58, 641 S.E.2d 404, 408 (2007) (<HOLDING>). Although the trial court’s findings that Ilka Options: A. holding that the trial court did not err in finding that a trust relationship existed between a foster mother and foster child where it found that the child immediately became attached to the foster mother and was confiding in her when she made statements admitted under the hearsay exception B. holding that evidence was sufficient to support trial courts best interest finding where mother allowed child to be in contact with individual who had physically abused her mother was not capable of caring for child on her own mother admitted at trial she had not found stable employment and child was doing well in her current placement C. holding that dhr properly ended reunification efforts after eight months when previous reunification efforts had failed and the record indicated that further efforts would be unavailing D. holding that a mother and her two children failed to establish a 1983 claim where there was no evidence that threats made to the mother were directly aimed at the relationship between parent and child E. holding that an order ceasing reunification efforts and awarding foster parents guardianship was supported where the child was being harmed by the lack of permanency the mother had not made progress toward reunification despite reasonable efforts from dss and the mother had failed to remedy the risks associated with returning the child to her home

assistant: The best answer is E. holding that an order ceasing reunification efforts and awarding foster parents guardianship was supported where the child was being harmed by the lack of permanency the mother had not made progress toward reunification despite reasonable efforts from dss and the mother had failed to remedy the risks associated with returning the child to her home
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 dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided , however , that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

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 case excerpt and choose the best holding from the options. Case excerpt: We are confident the trial court will act in accordance with this opinion. The writ of mandamus shall issue only if the trial court fails to do so. 1 . Although Brotherton is a plurality opinion, its test for anticipation of litigation has been cited and relied on by subsequent decisions of the Texas Supreme Court, as well as our court. See, e.g., Brookshire Bros., Ltd. v. Aldridge, 438 S.W.3d 9, 20 (Tex. 2014); Wal-Mari Stores, Inc. v. Johnson, 106 S.W.3d 718, 722 (Tex. 2003); Trevino v. Ortega, 969 S.W.2d 950, 956 (Tex. 1998); Pittsburgh Corning Corp. v. Caldwell, 861 S.W.2d 423, 425 (Tex. App.-Houston [14th Dist.] 1993, no writ). 2 . See, e.g., In re Christus Health Se. Texas, No. 09-06-515 CV, 2007 WL 117727, at *2 (Tex. App.-Beaumont Jan. 18, 2007, no pet.) (per curiam) (mem. op.) (<HOLDING>); In re Jourdanton Hosp. Corp., No. Options: A. holding opinion work product to be absolutely protected B. holding declaration or affidavit must support work product claim for documents listed solely as work product on privilege log C. holding that investigative report regarding potential premises liability claim was protected work product D. holding that defendants use of investigative report to refresh witnesss recollection waived defendants work product privilege as to that part of the report that related to the testimony offered E. holding that investigative report into police chiefs conduct was protected as private personnel data

assistant: The best answer is C. holding that investigative report regarding potential premises liability claim was protected work product
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you understand and agree that you may be required to enter into a separate rental agreement with an advertiser before making a reservation or purchasing a product or service , and such an agreement may place additional restrictions on your reservation , product or service .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Dep’t Stores Inc. v. Le, 324 Md. 71, 595 A.2d 1067 (1991). The Maryland courts have not, contrary to Judge Niemeyer’s assertion, “historically restricted liability to acts authorized by the employer or performed by the employer’s alter ego.” Ante at 29, 595 A.2d 1067 (Opinion of Niemeyer, J.). In fact, when the Maryland Court of Appeals considered the question over a decade ago, it did not merely “cast doubt” on the alter ego approach. It expressly declined to read the Maryland Workers’ Compensation Act to require a showing that the employee was the “alter ego” of the employer, rejecting the approach taken in Schatz v. York Steak House Sys., Inc., 51 Md.App. 494, 444 A.2d 1045 (1982) and Cont’l Cas. Co. v. Mirabile, 52 Md.App. 387, 449 A.2d 1176 (1982). See Le, 595 A.2d at 1074 (<HOLDING>). Moreover, the Le court made clear that the Options: A. holding that exclusivity provision of workers compensation act barred wifes loss of consortium claim B. holding that an injured workers initial election to seek state compensation does not implicate the exclusivity provision to preclude the worker from later seeking compensation under the longshore act C. holding that the trial courts authority to initiate workers compensation benefits before the final adjudication was not divested by the legislature and was consistent with the stated purpose of the workers compensation act D. holding that the intent to injure exception to the general exclusivity of the workers compensation act does not embodyf the particular restriction upheld in mirabile and schatz E. holding that the exclusivity of workers compensation is an affirmative statutory defense which must be timely raised or it is waived

assistant: The best answer is D. holding that the intent to injure exception to the general exclusivity of the workers compensation act does not embodyf the particular restriction upheld in mirabile and schatz
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 Corporation does hereby hire, engage and employ the Execu-tive on an at-will basis, subject to the terms and conditions expressly set forth in this Agreement, including, but not limited to, Section 5 of this Agreement. The Executive does hereby accept and agree to such hiring, engagement and employment on the terms and conditions expressly set forth in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has delivered to Purchaser true and complete copies of (i) the audited consolidated balance sheet of the Company as of December 31, 2013 and December 31, 2014, and the related audited statements of income and of cash flows of the Company and the Company Subsidiaries for the years then ended, (ii) the unaudited consolidated balance sheet of the Company as of December 31, 2015 (the “ Balance Sheet Date ”), and the related unaudited statements of income and of cash flows of the Company and the Company Subsidiaries for the years then ended, and (iii) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of February 29, 2016 (the “ Interim Balance Sheet ”) and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the two (2)-month period then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “ Financial Statements ”). Except as set forth in the notes thereto and as disclosed in Schedule 4.6 , each of the Financial Statements has been prepared in accordance with GAAP consistently applied and presents fairly in all material respects the consolidated financial condition, position, results of operations and cash flows of the Company and the Company Subsidiaries as at the dates and for the periods indicated therein; provided , that the Financial Statements described in clauses (ii) and (iii) are subject to normal year-end adjustments and lack footnotes and other presentation items, none of which, individually or in the aggregate, are material. The Financial Statements were prepared from, and are consistent with, the books and records of the Company and the Company Subsidiaries and do not contain any items of a special or non-recurring nature that would equal or exceed $100,000 individually, except as expressly stated therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Every provision of this Agreement is intended to be severable. If any term or provision thereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Wireline Servs., Inc., No. 97-825, 1997 WL 610825, at *3 (E.D.La. Sept. 30, 1997) (Clement, J.). However, it is generally recognized that “satisfying the first prong of the test is relatively easy: the claimant need only show that he ‘do[es] the ship’s work.’ ” Becker v. Tidewater, Inc., 335 F.3d 376, 387-88 (5th Cir.2003) (quoting Chandris, 515 U.S. at 368, 115 S.Ct. 2172). An employee need not show that his duties “aid in navigation or contribute to the transportation of the vessel” to qualify as a seaman. Wilander, 498 U.S. at 355, 111 S.Ct. 807. Moreover, a worker’s duties on. a fixed platform may contribute to the mission of a vessel that functions as a work-boat rather than merely as a space to house workers. See Wilander v. McDermott Int'l, Inc., 887 F.2d 88, 90 (5th Cir.1989) (<HOLDING>) aff'd 498 U.S. 337, 111 S.Ct. 807, 112 L.Ed.2d Options: A. holding that a casino that functioned as an arm of the tribe enjoyed tribal immunity B. holding that it is not an appellate courts function to make findings of fact C. holding that sandblasting and painting a fixed platform contributed to the function of a vessel that functioned as a paint boat D. holding that imposition of punishment is a judicial function E. recognizing a discretionary function exception to that waiver

assistant: The best answer is C. holding that sandblasting and painting a fixed platform contributed to the function of a vessel that functioned as a paint boat
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 and Op Co Pledgor shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s or Op Co Pledgor’s Actual Knowledge, threatened against the Property, the Collateral, Borrower, Mortgage Borrower, Op Co Pledgor, Operating Lessee, or Guarantor which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. Borrower and Op Co Pledgor shall cooperate (and shall cause Mortgage Borrower and Operating Lessee to cooperate) in all reasonable respects with Lender with respect to any proceedings before any court, board or other Governmental Authority which could reasonably be expected to have a Material Adverse Effect on the rights of Lender hereunder or under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

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: This Agreement may not be amended nor any rights under this Agreement waived except by an instrument in writing signed by the Party to be charged with such amendment or waiver and delivered by such Party to the Party claiming the benefit of such amendment or waiver.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by a Credit Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by a Credit Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 11:00 a.m. on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 11:00 a.m. shall, solely for purposes of calculating interest, be deemed received on the next succeeding Business Day and any applicable interest shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case payment shall be made on the immediately preceding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: though tinder strives to encourage a respectful user experience through features like the double opt-in that only allows users to communicate if they have both indicated interest in one another , it is not responsible for the conduct of any user on or off of the services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the best of Seller Parties’ Knowledge, Seller owns all right, title and interest in and to all trade names used in the Business, Seller’s logo, all assumed business names, trade names, trademarks, service marks and applications pertaining to the Business, free and clear of liens and has the right to use all such assets without payment to a third party. Section 5.18 of the Disclosure Schedules contains a complete and accurate list of all assigned intellectual property that is issued or registered or subject to application for issuance of registration. Seller owns or is licensed to use, free and clear of all liens, all rights in Seller’s interest in the intellectual property rights that are necessary for the operation of the Business. Any licenses not comprising off-the-shelf and commercially available software are identified on Section 5.18 of the Disclosure Schedules. No action is pending or has been threatened by Seller with respect to any intellectual property rights in connection with the operation of the Business, except for a claim against Cindy Mitchell et al. for transferring certain confidential information to Roger Gilmore. Roger Gilmore and Mindy Chezem are employees of Black River Commodities, LLC which is a competitor of the Business. To the best of Seller Parties’ Knowledge, the operation and conduct of the Business by Seller does not infringe, misappropriate, or dilute, and has not infringed, misappropriated, or diluted any intellectual property rights of any third party.

assistant: Intellectual Property
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 any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by e-mail or facsimile signatures.

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: No written financial statement, certificate or other information (other than projections, budgets, estimates and other forward looking information or information of a general or industry specific nature), furnished in writing concerning the Borrower, the Acquired Business or any of their Restricted Subsidiaries by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading in light of the circumstances under which they were made. With respect to projections, budgets, estimates and other forward-looking information, the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable by the preparer thereof at the time made (it being understood and agreed that projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will in fact be realized).

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: Plaintiffs Motion, Exhibit G.) The Commissioner does not dispute these rates and the Court finds them to be reasonable. Santos seeks a total of $11,073.10 in attorneys’ fees for 63.7 hours of attorney work. The Commissioner contends that the fees requested by Santos are excessive and should be reduced, arguing that other district courts in this Circuit have frequently found that twenty to forty hours reflects a reasonable expenditure of time in an average Social Security disability case. See, e.g., Hogan v. Astrue, 539 F.Supp.2d 680, 682 (W.D.N.Y.2008) (finding that an expenditure of 54 hours was “slightly excessive” considering size of administrative transcript, relatively simple history of case, and substantive issues involved); Cruz v. Apfel, 48 F.Supp.2d 226, 231 (E.D.N.Y.1999) (<HOLDING>). This standard, however, has not been used as Options: A. holding that to determine whether minimum wage law has been violated one must divide total weekly pay received by total number of hours worked B. holding that hours were excessive and that district court has the discretion and the duty to determine what a reasonable number of hours was C. holding that although this court affords broad discretion to the district court in determining the type of investigation necessary to determine juror bias the district court must provide the defendant a meaningful opportunity to prove the same D. holding that district court has discretion to determine whether it could reasonably be said that an emergency exists E. holding the district attorney is vested with the sole discretion as to what crimes will be charged and that discretion will not be disturbed absent a gross abuse of discretion

assistant: The best answer is B. holding that hours were excessive and that district court has the discretion and the duty to determine what a reasonable number of hours was
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 we make material changes to it , we will provide you notice through our services , or by other means , to provide you the opportunity to review the changes before they become effective .

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: Each Loan Party and each of its Subsidiaries has (a) timely filed all income Tax and other material Ta x returns and reports required by Law to have been filed by it, which Tax returns and reports are correct and complete in all material respects; and (b) paid all income Taxes and other material Taxes of Governmental Authorities thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the nonpayment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Item 6.11 (“ Taxes, etc . ”) of the Disclosure Schedule sets forth, as of the Effective Date , those taxable years for which any Loan Party or its Subsidiaries income Tax or other material Tax returns or reports are currently being audited by any Governmental Authority , and any assessments or threatened assessments in connection with any such audit that is outstanding. Except as set forth in Item 6.11 (“Taxes, etc.”), neither the Loan Parties nor any Subsidiaries of the Loan Parties are a party to any tax sharing agreement.

assistant: Taxes