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

user: Read the legal provision and list the applicable contract clause categories. Provision: Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Each of the parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Each arty acknowledges and agrees that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

assistant: Miscellaneous
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: future flow of capital gains taxes. Whether the record supports other estimates of the value of Johnco stock is unclear. Because the Tax Court clearly erred in its approach to the discount of capital gains taxes on the Timber Property, this issue must be remanded for further consideration. B. The Family Settlement Agreement. The Estate argues that the Tax Court clearly erred in disregarding the share value set forth in Andrew and Dinah’s Family Settlement Agreement. It notes that even the Tax Court recognized that the two negotiated at arm’s length. The Estate asserts that Estate of Warren v. Comm’r, 981 F.2d 776 (5th Cir.1993), controls. “In general, comparable sales constitute the best evidence of market value.” United States v. 320.0 Acres of Land, 605 F.2d 762, 798 (5th Cir.1979) (<HOLDING>). The more comparable a sale is in Options: A. holding that courts should liberally construe the requirements of rule 3 B. holding that courts should liberally admit evidence of comparable sales and allow the factfinder to evaluate them C. holding that election laws should be liberally interpreted so as to allow the candidate to stand for election D. holding that coas should be construed liberally E. holding that courts should employ the same analysis to evaluate claims under the ada and the wlad

assistant: The best answer is B. holding that courts should liberally admit evidence of comparable sales and allow the factfinder to evaluate them
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a breach by any of the Companies in the performance of any of the terms of this Agreement, Prudential, on behalf of the Purchasers, may demand specific performance of this Agreement and seek injunctive relief and may exercise any other remedy available at law or in equity, it being recognized that the remedies of Prudential on behalf of the Purchasers at law may not fully compensate Prudential on behalf of the Purchasers for the damages they may suffer in the event of a breach hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cates, 953 S.W.2d 489, 491 (Tex.App.-Austin 1997, pet. denied) (stating that after a plaintiff files suit, “[i]f the defendant does not insist upon arbitration, the contracting parties have mutually repudiated the arbitration covenant as a matter of law and waived any right thereunder”). As demonstrated by this case, such a holding in a multi-defendant lawsuit could undermine the purposes promoted by arbitration by requiring both trial and arbitration of a plaintiffs claims, depending on the choice of a particular defendant. Because the Vireo court’s statement has not been adopted by any court, does not promote the policy reasons supporting arbitration, and because one of the three justices on the panel in Vireo dissented, we decline to adopt it. Id. at 496-97 (Jones, J., dissenting) (<HOLDING>). We therefore hold that the trial court did Options: A. holding that even if the doctrine applies to option contracts no conversion would take place until the option were exercised by the party having the right of election B. recognizing doctrine C. recognizing first sale doctrine as limiting right of publicity D. recognizing the collateral order doctrine for the first time E. recognizing that the tgaa was enacted to abrogate the commonlaw right of election doctrine

assistant: The best answer is E. recognizing that the tgaa was enacted to abrogate the commonlaw right of election doctrine
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: Create, incur or permit to exist any Lien or encumbrance on the Securities Account and any of its assets held therein, other than the Lien securing Indebtedness owing to Lender.

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

user: Contemplate one or more meetings and various communications that will involve the disclosure by one of the parties [DISCLOSING PARTY] to the other party [RECEIVING PARTY] of technical, business, marketing, planning, pricing and other information and data, in written, oral, electronic, magnetic, photographic and/or other forms, including information and data regarding Internet-based transport solutions (Collectively CONFIDENTIAL INFORMATION).

assistant: No
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 rights and obligations of the Company and Executive under the provisions of this Agreement shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s employment with the Company, to the extent necessary to preserve the intended benefits of such provisions.

assistant: Survival
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: Circle’s policies, the degree of informed consent received from each patient, any associated benefit, and, ultimately, whether each proposed Plaintiff received medically unnecessary treatments. See In re St. Jude Med., Inc., 522 F.3d 836, 840 (8th Cir.2008) (discussing a claim for consumer fraud and holding that the need for “plaintiff-by-plaintiff determinations means that common issues will not predominate”). Likewise, in In re Baycol Products Litigation, 265 F.R.D. 453, 457-58 (D.Minn.2008), the court denied class certification on an unjust enrichment claim noting that, in order to succeed on the claim, “plaintiffs would have to demonstrate that they were either injured by [defendants’ product], or that [defendants’ product] did not provide them any health benefits.” See also id. (<HOLDING>). Plaintiffs face the same barrier in the Options: A. holding that the alj is free to reject the opinion of any physician when the evidence supports a contrary conclusion B. holding that the mother can be deemed to have waived the physicianpatient privilege only with respect to the medical history and records pertaining to the period when the plaintiff was in utero during which time there could be no severance of the infants prenatal history from his mothers medical history C. holding that wlhether any particular cause or any individual actors conduct is sufficiently substantial to warrant the imposition of liability depends properly on a consideration of the whole D. holding that a statutory presumption is a rule of law requiring a trier of fact to reach a particular conclusion in the absence of evidence to the contrary E. holding that the evidence supports the conclusion that individual issues of fact predominate with respect to whether defendants product benefitted or harmed any particular person since it would require consideration of each particular plaintiffs medical history

assistant: The best answer is E. holding that the evidence supports the conclusion that individual issues of fact predominate with respect to whether defendants product benefitted or harmed any particular person since it would require consideration of each particular plaintiffs medical history
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 statute of limitations by presenting evidence that the crime was committed within the limitations period or by establishing an exception to the limitations period. When a defendant fails to press a limitations defense, the defense does not become part of the case and the Government does not otherwise have the burden of proving that it filed a timely indictment. When a defendant does not press the defense, then there is no error for an appellate court to correct—and certainly no plain error. Turning to decisions of other states, we find less uniformity than the federal courts, due at least in part to the varying provisions of state procedural rules and statutes of limitations. See, e.g., Arizona v. Tom, No. 2 CA-CR 2016-0088-PR, 2016 WL 1601706 (Ariz. Ct. App. April 20, 2016) (<HOLDING>); Kansas v. Cormack, 248 P.3d 784 (Kan Ct. App. Options: A. holding that the statute of limitations in a criminal case is a nonjurisdictional affirmative defense that is waived if not raised in the trial court B. recognizing requirement of knowing intelligent waiver C. holding that the running of the statute of limitations is an affirmative defense D. holding that the constitutional right to a sixmember jury may be waived by a knowing and intelligent waiver E. holding that statute of limitations is an affirmative defense is waived if not raised in the trial court and does not require a knowing and intelligent waiver

assistant: The best answer is E. holding that statute of limitations is an affirmative defense is waived if not raised in the trial court and does not require a knowing and intelligent waiver
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: During the Employment Term, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement, accident, and other employee benefit plans, programs and arrangements made generally available by the Company to its senior executive officers , subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements in effect from time to time. In accordance with the Company’s policies in effect from time to time applicable to the Executive, the Executive shall also be entitled to paid vacation in any fiscal year during the Employment Term as well as all paid holidays given by the Company to its senior executive officers .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If an Eligible Employee receives a hardship distribution in accordance with Treas. Reg. § 1.401(k)-1(d)(3) from the Qualified Plan: (i) the Eligible Employee’s deferral elections pursuant to Section 2(a) shall be immediately terminated; (ii) if the Eligible Employee receives the hardship distribution on or before June 30 of a calendar year, the Eligible Employee will not be eligible to recommence making Employee Deferrals with respect to Base Salary and Director Compensation until the following calendar year; and (iii) if the Eligible Employee receives the hardship distribution on or after July 1 of a calendar year, the Eligible Employee will not be eligible to recommence making Employee Deferrals with respect to Base Salary and Director Compensation until the second calendar year following the calendar year in which such hardship distribution was received; provided, however, the Eligible Employee may elect pursuant to Section 2(a) during the applicable annual open enrollment period with respect to the calendar year for which the Eligible Employee will be eligible to recommence making Employee Deferrals to defer Base Salary or Director Compensation for such calendar year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section , (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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: Not less than 10 nor more than 90 days before each meeting of shareholders, the secretary or any assistant secretary shall give to each shareholder entitled to vote at such meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail to the shareholder at the shareholder’s address as it appears on the records of the Trust, by presenting it to such shareholder personally or by leaving it at the shareholder’s residence or usual place of business, by transmitting it to such shareholder by an electronic transmission to any address or number of the shareholder which the shareholder receives electronic transmissions or by any other means permitted by Maryland law. If the Trust receives or has received a request from any shareholder that notice not be sent by electronic transmission, the Trust shall not provide notice to such shareholder by electronic transmission. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted by electronic means, such notice shall be deemed to be given when receipt of such notice is confirmed.

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: as an individual for a wrong done by a third party to the corporation.” Stocks, 3 P.3d at 724 (quotation omitted). But Utah courts have also “recognized a narrow exception to the general rule regarding a shareholder’s capacity to bring an individual suit.” Id. Under the exception, a shareholder may “bring an individual cause of action if the harm to the corporation also damaged the shareholder as an individual rather than as a shareholder.” Harris, 893 P.2d at 596. Consequen eb. 15, 424 N.W.2d 870, 874 (1988) (“By itself, a shareholder’s status as a guarantor for the debt of the corporation ... does not entitle the shareholder to maintain an action against a third party for injury to the corporation.”); Pepe v. Gen. Motors Acceptance Corp., 254 N.J.Super. 662, 604 A.2d 194, 196 (1992) (<HOLDING>). Nonetheless, this is a difficult area of Options: A. holding that a shareholders status as a guarantor of a corporations debts did not give him standing to assert individual claims against a creditor of the corporation where the guarantees were never enforced and all of the injuries alleged were indirect damages suffered by the parties in their capacities as shareholders or employees B. holding that the plaintiffs causes of action were preempted because their claims were premised on the existence of an erisa plan C. holding that a shareholders status as a guarantor of a corporations debts did not give him standing to assert individual claims against the directors of the corporation where the shareholder was not seeking to enforce any specific obligations owed to him under the terms of the guarantee D. holding that shareholders status as personal guarantors of the debts of several automobile dealerships did not give them standing to assert claims against a creditor that provided the dealerships with floor plan financing where the causes of action pleaded by the shareholders all asserted losses sustained by them as a result of the destruction of their eorporations and the claims were entirely derivative of causes of action which belonged to the corporations E. holding that derivative actions do not require the support of a majority of shareholders or even all of the minority shareholders

assistant: The best answer is D. holding that shareholders status as personal guarantors of the debts of several automobile dealerships did not give them standing to assert claims against a creditor that provided the dealerships with floor plan financing where the causes of action pleaded by the shareholders all asserted losses sustained by them as a result of the destruction of their eorporations and the claims were entirely derivative of causes of action which belonged to the corporations
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 duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Should a court of competent jurisdiction determine that any section or sub-section of this letter agreement is unenforceable because one or all of them are vague or overly broad, the parties agree that this letter agreement may and shall be enforced to the maximum extent permitted by law. It is the intent of the parties that each section and sub-section of this letter agreement be a separate and distinct promise and that unenforceability of any one subsection shall have no effect on the enforceability of another.

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: 1 . In addition to the MDOT "Communication Emergency Incident Report” form, which logged Harvey’s call, an audiotape recording of the MDOT call to the Highway Patrol and the Highway Patrol dispatcher’s subsequent relay of the information to the officer in the field was introduced into evidence at the hearing. 2 . Fernandez also challenges his conviction on two other grounds, which we address in a separate memorandum disposition filed contemporaneously with this opinion. 3 . Even if unreliable, the tip would still be entitled to some weight under the totality of the circumstances test. But, as the Supreme Court recently emphasized' in J.L., an unreliable tip, standing alone, does not give an offi cer reasonable suspicion to effectuate a Terry stop. J.L., 529 U.S. at 268, 120 S.Ct. 1375 (<HOLDING>). We note that J.L. is distinguishable from the Options: A. holding that a tip to look out for a black person without more does not give rise to reasonable suspicion to stop anyone B. holding that an anonymous tip must have sufficient indicia of reliability to justify a stop and frisk C. holding that an anonymous tip lacking indicia of reliability that an individual is carrying a gun is not enough to justify a terry stop D. holding that a mere anonymous tip that a person is carrying a gun without any corroborating evidence does not provide a reasonable suspicion of criminal wrongdoing justifying the officers stop and frisk of that person E. holding that an anonymous callers barebones tip that a young black male wearing a plaid shirt and standing at a particular bus stop was carrying a gun without more was insufficient to justify an officers stop and frisk of the man

assistant: The best answer is D. holding that a mere anonymous tip that a person is carrying a gun without any corroborating evidence does not provide a reasonable suspicion of criminal wrongdoing justifying the officers stop and frisk of that person
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: would be between the estate’s representative and ICRC. Any dispute as to who the rightful beneficiaries of Mr. Cain’s estate are, has not yet been raised by that representative or the alleged beneficiary. Even if that question arises, the dispute would be between the representative and that alleged beneficiary. ICRC cannot rely upon this alleged controversy to maintain its declaratory action. b. Does the issue of damages create a “real and actual” controversy to maintain the declaratory action? In the first amended complaint, ICRC “admits, solely for the purposes of this lawsuit, that it is liable under the FELA to the lawful wrongful death beneficiaries of Mark W. Cain[.]” First Amended Compl., ¶ 1. The plaintiff contends, th ., Inc., 2002 WL 32818011, at *9 (N.D.Ohio Oct.17, 2002) (<HOLDING>) (quoting Fireman’s Fund Ins. Co. v. Hanley, Options: A. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action B. holding that the determination and assessment of damages are not the primary purpose of a declaratory action C. holding that because the declaratory judgment seeks no damages whatsoever it is not an action for benefits D. holding that contracts where the primary purpose is to restrain trade are void E. holding that declaratory relief is not appropriate for determination of rights in anticipation of enforcement action that may never occur

assistant: The best answer is B. holding that the determination and assessment of damages are not the primary purpose of a declaratory action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court was as follows: Q: ... Now, you were convicted of abuse of a household member in the year 2000, correct? A: Yes. Q: And the charge that you were convicted of included you hitting — was it your former girlfriend? A: Yes ma’am. Q: Okay. And so you were convicted of hitting your former girlfriend? A. Yes. 2 . Another example is that the Hawaii statute applies to all "persons related by consanguinity,” including both "children” and “parents,” while the federal statute applies only to one specified blood relationship — that in which the defendant is the parent of the victim. 3 . The only document in the record that suggests how Nobriga’s assault met the section 709-906(1) standard is a police report, which we are barred by Shepard from considering. See 125 S.Ct. at 1263 (<HOLDING>). 4 . Such a post hoc admission is not Options: A. holding that courts applying taylor may only look to the terms of the charging document the terms of a plea agreement or transcript of colloquy between judge and defendant in which the factual ba sis for the plea was confirmed by the defen dant or to some comparable judicial record of this information B. holding that in determining whether the defendant has a prior conviction for burglary under the armed career criminal act the federal court may look only to the terms of the charging document the terms of a plea agreement or transcript of colloquy between judge and defendant in which the factual basis for the plea was confirmed by the defendant or to some comparable judicial record of this information C. holding that court could look only to the statutory definition of a crime the charging document written plea agreement transcript of plea colloquy and any explicit factual finding by the trial judge to which the defendant assented in determining if prior conviction qualified as a generic burglary for purposes of enhanced sentencing under armed career criminal act D. holding that a courts inquiry as to disputed facts in connection with a prior conviction is limited to the terms of the charging document a plea agreement a transcript of the plea colloquy or a comparable judicial record E. holding federal court is not bound by terms of plea agreement between defendant and state authorities

assistant: The best answer is A. holding that courts applying taylor may only look to the terms of the charging document the terms of a plea agreement or transcript of colloquy between judge and defendant in which the factual ba sis for the plea was confirmed by the defen dant or to some comparable judicial record of this information
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 of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Non-MSB Subsidiary as would be obtainable by the Borrower or such Non-MSB Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to transactions between or among the Loan Parties. As of the Closing Date, Schedule 8.08 sets forth certain agreements between the Borrower, one or more of its Non-MSB Subsidiaries and one or more Affiliates of the Borrower (collectively, the “Affiliate Agreements”), which the Borrower represents and warrants to the Lender that such Affiliate Agreements are on fair and reasonable terms that such Person could obtain in a comparable arm’s length transaction with a Person other than an Affiliate. Neither the Borrower nor any of its Non-MSB Subsidiaries will amend, modify or supplement any such Affiliate Agreement or provision thereof in any manner, except for such amendments, modifications or supplements that are on fair and reasonable terms that such Person could obtain in a comparable arm’s length transaction with a Person other than an Affiliate.

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 legal provision and list the applicable contract clause categories. Provision: At or prior to the Closing, Sellers shall be entitled to terminate or modify the insurance policies described in Schedule 9.2 to exclude coverage of the Company Assets, and Buyer will obtain its own insurance coverage with respect to the Company Assets.

assistant: Insurances
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: for claims against the President, and the defense of qualified immunity for claims against all other government officials. See Harlow v. Fitzgerald, 457 U.S. 800, 807, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). Thus, plaintiff must overcome these defenses in order to establish that he has stated a claim upon which relief can by granted by this Court. For the following reasons, plaintiff has failed to do so here as to both the President and Attorney General Gonzales. A. Absolute Immunity As referenced above, the doctrine of absolute immunity serves to bar—absolutely—suits against the President of the United States, in his individual capacity, whenever he is acting within the scope of his official authority. See Nixon v. Fitzgerald, 457 U.S. 731, 756, 102 S.Ct. 2690, 73 L.Ed.2d 349 (1982) (<HOLDING>); see also Clinton v. Jones, 520 U.S. 681, 694, Options: A. recognizing absolute presidential immunity from damages liability for acts within the o uter perimeter of his official responsibility B. holding that prosecutors have absolute immunity C. holding that nasd disciplinary officers are entitled to absolute immunity from further prosecution for civil liability for them actions taken within the outer scope of them official duties D. recognizing absolute immunity for attorneys of the texas medical board E. recognizing that absolute immunity is immunity from charges of either constitutional or statutory violations

assistant: The best answer is A. recognizing absolute presidential immunity from damages liability for acts within the o uter perimeter of his official responsibility
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: assets intact.” Vass v. Conron Bros. Co., 59 F.2d 969, 971 (2d Cir.1932) (Hand, J). Accordingly, because liquidation was not “a continuance of the business,” the statute did not apply to liquidations. Id. Modern courts have followed this reasoning and likewise concluded that § 959(b) does not apply to liquidations. See, e.g., In re N.P. Mining Co., 963 F.2d 1449, 1460 (11th Cir.1992) (“A number of courts have held that section 959(b) does not apply when a business’s operations have ceased and its assets are being liquidated.”); Saravia v. 1736 18th St., N.W., LP, 844 F.2d 823, 827 (D.C.Cir.1988) (viewing “the statute as applying only to operating businesses, not ones that were in the process of being liquidated”); In re Valley Steel Prods. Co., 157 B.R. 442, 447-49 (Bankr.E.D.Mo.1993) (<HOLDING>). We agree with this reading of the statute. In Options: A. holding same and citing cases B. holding that apprendi does not affect enhanced sentence under 924e and citing cases C. holding 959b does not apply to liquidations and citing cases D. holding that the exception does not apply to osha inspection cases E. holding that alleyne does not apply to cases on collateral review

assistant: The best answer is C. holding 959b does not apply to liquidations and citing 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: Executive shall continue to serve as the Chief Financial Officer of the Company during the Employment Term. Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Board of Directors of the Company (the “ Board ”) or the Chief Executive Officer of the Company.

assistant: Duties
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: Should any clause, sentence, paragraph or Section of this Guaranty be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Guaranty, and the parties hereto agree that the part or parts of this Guaranty so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom and the remainder will have the same force and effectiveness as if such part or parts had never been included herein.

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: or circular litigation, the Court will reconcile the amounts' owing on both sides in the context of the Debtors’ claim objection. The Court interprets Count Four as seeking to assert a right of recoupment in defense of the claim asserted by Morris through its Proofs of Claim. Section 558 of the Bankruptcy Code provides: The estate shall have the benefit of any defense available to the debtor as against any entity other than the estate, including statute of limitations, statutes of frauds, usury, and other personal defenses. A waiver of any such defense by the debtor after the commencement of the case does not bind the estate. 11 U.S.C. § 558 (2003). Courts have held that § 558 preserves to the Debtor defenses it would have had prepetition. In re PSA, Inc., 277 B.R. 51 (Bankr.D.Del.2002)(<HOLDING>); In re Papercraft, 127 B.R. 346 Options: A. holding that debtor under 558 was entitled to exercise state law right of setoff B. holding that the secured partys contract and quasicontract claims fail as a matter of law because they are subject to the buyers ucc defenses and its right to recoupment and setoff under the agreements between the buyer and the debtor C. holding that the debtors deposit of funds was not in the ordinary course of business and was for the purpose of creating a setoff right for the bank D. holding that sale of accounts receivable under section 363 was not free and clear of defenses such as recoupment but was free and clear of setoff rights unless the setoff was actually taken prepetition E. holding that the debtor had the right to cure the default because the foreclosure sale was not complete under state law until it was confirmed by a court

assistant: The best answer is A. holding that debtor under 558 was entitled to exercise state law right of setoff
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: 47, 37 P.3d 1073. 18 We have held that a driver of a car who has either an ownership interest in the car or "permissive, possessory control of the car" has standing to challenge a search of the car. Matison, 875 P.2d at 588 (quotations and citation omitted); Sepulveda, 842 P.2d at 915. However, a car passenger does not normally have standing to object to a search of the car absent an ownership or possessory interest in the car. See Rakas, 439 U.S. at 148-49, 99 S.Ct. at 433. In Rakas, the United States Supreme Court established that "a [ c. 192, 537 N.E.2d 13, 15 (1989) (concluding that a car passenger whose closed brown paper bag was found in car's trunk, and was searched by police, had standing to challenge search); Arnold v. Commonwealth, 17 Va.App. 313, 437 S.E.2d 235, 237 (1993) (<HOLDING>). " 10 Other jurisdictions have also held that Options: A. holding evidence did not connect defendant to narcotics found in individual bags inside a larger bag in a car following the defendants car when the only connection was his fingerprints on outer bag and when the driver and passenger of the car in which the drugs were found exhibited nervousness and other factors indicating consciousness of guilt B. holding that the owner of a shoulder bag located on the front seat of his girlfriends car had a legitimate expectation of privacy in the bag and its contents C. holding that car passenger had legitimate expectation of privacy in his jacket found crumpled on the back seat of car D. holding that a car passenger had a legitimate expectation of privacy in his closed plastic shopping bag found on the floor of the car E. holding that a car passenger had a reasonable expectation of privacy in his closed brown paper bag found on the floorboard of his companions car

assistant: The best answer is D. holding that a car passenger had a legitimate expectation of privacy in his closed plastic shopping bag found on the floor of the car
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 amendment, modification or waiver of, or consent with respect to, any provision of the Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered by the Bank and the Borrower or the Guarantor, as applicable, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

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: Subject to and conditioned upon the consummation of the Transactions, the undersigned Holder, solely in connection with and only for the purpose of the proposed Transactions, hereby waives the Anti-dilution Right pursuant to Article FOURTH, Section B(b)(ii) of the Company’s Amended and Restated Certificate of Incorporation. All other terms related to the Founders’ Shares shall remain in full force and effect, except as modified as set forth directly above, which modification shall be effective only upon the consummation of the Transactions.

assistant: Waivers
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: Because the Company is a Delaware corporation, and because it is mutually agreed that it is in the best interests of the Company and all of its employees that a uniform body of law consistently interpreted be applied to the employment agreements to which the Company is a party, this Agreement will be deemed entered into by the Company and Executive in Delaware. The law of the State of Delaware will govern the interpretation and application of all of the provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member) except where the failure to file such returns and pay such taxes, fees and other charges, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; to the knowledge of any Borrower, no tax Lien has been filed, and no claim is being asserted, with respect to any such tax, fee or other charge that would, if made, have a Material Adverse Effect.

assistant: Taxes
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 operations of each of Seller, Sponsor and Guarantor are, and have been, conducted at all times in compliance with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. No litigation, regulatory or administrative proceedings of or before any court, tribunal or agency with respect to any Anti-Money Laundering Laws or Anti-Corruption Laws have been started or (to the best of its knowledge and belief) threatened against each of Seller and Guarantor or to the knowledge of Seller, Sponsor, or Guarantor, any Affiliates of Seller, Sponsor, or Guarantor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any payments made hereunder on the Obligations at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied (i) first, to that portion of the Obligations consisting of fees and expenses then due and payable, (ii) second, to that portion of the Obligations consisting of accrued, unpaid interest then due and payable, (iii) third, to that portion of the Obligations consisting of principal then due and payable, and (iv) last, to any other Obligations or, to the extent not prohibited by Law, to the Obligations in such other order as the Required Lenders might elect.

assistant: Adjustments
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: court’s prison sentence.” Crace, 207 F.3d at 836. The facts of the present case support the conclusion that the district court considered and rejected the § 3583(d) option. Johnson’s counsel made the § 3583(d) argument at the hearing shortly before the district court revoked Johnson’s supervised release. Thus, it would be difficult to conclude that the district court was not aware of the option. The district court’s conclusion that an intensive drug-treatment program in prison was “[t]he only solution ... to help” Johnson with his crack addiction, Hr’g Tr. at 15, suggests that the district court concluded that the in-patient program urged by defense counsel would not address Johnson’s addiction problem adequately. See also United States v. McClellan, 164 F.3d 308, 310 (6th Cir.1999) (<HOLDING>); United States v. Washington, 147 F.3d 490, Options: A. holding that appellate court may infer that district court considered sentencing guidelines policy statements despite district courts failure to make explicit reference to them B. holding that the district court should not have considered a 2255 petition based on an alleged misapplication of the sentencing guidelines C. holding that failure to permit intervention was harmless where the appellate court considered the defendants claim as if the district court had al lowed them to intervene D. holding that a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines E. holding that a court of appeals may presume reasonable a district courts proper application of the sentencing guidelines

assistant: The best answer is A. holding that appellate court may infer that district court considered sentencing guidelines policy statements despite district courts failure to make explicit reference to them