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: Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of an Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of an Acquired Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of an Acquired Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

assistant: Cooperation
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: - information reasonably sufficient to permit 9gag to contact you , such as an address , telephone number , and , if available , an electronic mail address at which you may be contacted ;

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: evidence that the application has been filed within 1 year after the date of the alien’s arrival in the United States.” INA § 208(a)(2)(B), 8 U.S.C. § 1158(a)(2)(B). An application filed after one year may also be considered “if the alien demonstrates to the satisfaction of the Attorney General either the existence of changed circumstances which materially affect the applicant’s eligibility for asylum or extraordinary circumstances relating to the delay in filing an application within the period specified____” INA § 208(a)(2)(D), 8 U.S.C. § 1158(a)(2)(D). Nevertheless, § 1158(a)(3) provides that “[n]o court shall have jurisdiction to review any determination of the Attorney General under paragraph (2).” 8 U.S.C. § 1158(a)(3); Alim v. Gonzales, 446 F.3d 1239, 1253 (11th Cir. 2006) (<HOLDING>). This jurisdiction stripping provision remains Options: A. holding that ij properly based adverse credibility finding on omission in asylum application where omitted fact went to the heart of the asylum claim citation omitted B. holding that because the ij denied an asylum application as untimely we lacked subjectmatter jurisdiction to review the final order of removal as it pertained to the asylum claim C. holding that a properly filed motion to reopen is a prerequisite to the filing of a new asylum application when the petitioner is under a final removal order D. holding that it was within the discretion of the bia to deny a motion to reopen because it was not accompanied by an asylum application E. holding that when an ij issues a decision granting an aliens application for withholding of removal without a grant of asylum the decision must include an explicit order of removal designating a country of removal

assistant: The best answer is B. holding that because the ij denied an asylum application as untimely we lacked subjectmatter jurisdiction to review the final order of removal as it pertained to the asylum claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of the Company and Parent. Holder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents; provided, that Parent shall provide Holder of written notice at least three (3) days prior to any such publishing or disclosure.

assistant: Publicity
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: alternatively , you can write to us at quartermile one , 15 lauriston place , edinburgh eh3 9en marked for the attention of our ` general counsel ' .

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: required more than just consistency between her oral testimony and her written application. It required corroborative evidence for virtually every significant instance of persecution to which Petitioner testified. We now turn to her second argument regarding the BIA corroboration rule. If we agree with the BIA, we do not need to reach the first issue; we need only determine whether the BIA’s corroboration requirement is correct. Petitioner asks this Court to adopt the Ninth Circuit’s view on corroboration, which expressly rejects the BIA corroboration rule in cases in which testimony of an applicant is credible although it would permit the application of the rule where the applicant’s credibility is questioned or adversely determined. See Ladha v. INS, 215 F.3d 889, 901 (9th Cir.2000) (<HOLDING>). We are not persuaded by the Ninth Circuit Options: A. holding that when the ij has reason to question an aliens credibility material and easily available corroboration may be required B. recognizing that consistent detailed and credible testimony may be sufficient to carry the aliens burden C. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction D. holding that an aliens testimony if unrefuted and credible direct and specific is sufficient to establish the facts testified without the need for any corroboration E. holding the question of whether an accomplice is credible and the weight to be given to the testimony are issues for the jury to determine

assistant: The best answer is D. holding that an aliens testimony if unrefuted and credible direct and specific is sufficient to establish the facts testified without the need for any corroboration
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: judges may also hear non-core related proceedings, but they may not enter final orders absent the consent of the parties. Id. § 157(c). Rather, they must submit proposed findings of fact and conclusions of law to the district court, where they are subject to de novo review. Id. A. Personal Injury Tort Claims Section 157(b)(5) states: The district court shall order that personal injury tort and wrongful death claims shall be tried in the district court in which the bankruptcy case is pending, or in the district court in the district in which the claim arose, as determined by the district court in which the bankruptcy case is pending. 28 U.S.C. § 157(b)(5). Most courts interpret this provision to mean that all personal injury tort claims are not within th 439, 442 (Bankr.S.D.N.Y.1989) Options: A. holding that a state is not a person under 42 usc 1983 B. holding that civil rights claims under 42 usc 1981 and 1982 are personal injury tort claims C. holding that civil rights claims at least those arising under 42 usc 1983 were subject to the applicable states personal injury statute of limitations D. holding that claims under 42 usc 1983 are not personal injury tort claims E. holding that in actions brought under 42 usc 1983 federal courts apply the states statute of limitation for personal injury

assistant: The best answer is D. holding that claims under 42 usc 1983 are not personal injury tort claims
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 portion of the Award and any RSUs which do not vest pursuant to Section 1 above shall automatically and without further action be cancelled and forfeited by Participant, and Participant shall have no further right or interest in or with respect to such portion of the Award or RSUs.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the right to terminate the Employee’s employment hereunder by reason of the Employee’s becoming Disabled for an aggregate period of ninety (90) days in any consecutive three hundred sixty (360) day period (the “ Disability Period ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that? (Tr. at 152.) Carter argues the quote is a misstatement of the law, and improperly persuaded the jury to be receptive to the State's case. The State indicates the prosecutor was "verifying that the jurors could go outside what might be called the typical paradigm of a robbery ease." (Appellee's Br. at 11.) As we find the statement extremely difficult to understand, we cannot say it could have improperly persuaded the jury to be receptive to the State's case or otherwise prejudiced the jury against Carter. Even if the statement could be understood to misstate the law, it did not make a fair trial impossible, as the jury was instructed multiple times thereafter regarding the elements of the charges against Carter. See Benefield v. State, 904 N.E.2d 239, 247 n. 4 (Ind.Ct.App.2009) (<HOLDING>), trans. denied. There was no prose-cutorial Options: A. holding almost any improper argument may be cured by an instruction to disregard B. holding improper admission of extrinsic evidence may be cured by adequate limiting instruction C. holding an error re garding the element of a crime may be cured through further instruction to the jury D. holding that a jury instruction directing the verdict on one element deprived defendant of the right to a jury determination on every element of the charged offense and thus constituted structural error E. holding omission in the jury instruction of element of offense requires a new trial

assistant: The best answer is C. holding an error re garding the element of a crime may be cured through further instruction to 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 legal provision and list the applicable contract clause categories. Provision: The parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

assistant: Specific Performance
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 term of this Agreement shall commence on the Effective Date, and unless terminated earlier as provided in this Article 13, shall continue in full force and effect, on a Collaboration Target-by-Collaboration Target basis, until expiration of the last-to-expire Royalty Term with respect to all Products directed against such Collaboration Target (the “ Term ”). On a country-by-country and Product-by- Product basis, the licenses granted under this Agreement to Exploit all Products directed against a terminated Collaboration Target shall be fully paid-up, irrevocable and non-exclusive upon the expiration of the Royalty Term in each country with respect to each such Product.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party’s obligation under this Agreement is unique. If any Party should breach its covenants or agreements under this Agreement, the Parties each acknowledge that it would be extremely impracticable to measure the resulting damages; accordingly, the nonbreaching Party or Parties, in addition to any other available rights or remedies they may have under the terms of this Agreement, may sue in equity for specific performance or to obtain an injunction or injunctions to prevent breaches of this Agreement, and each Party expressly waives the defense that a remedy in damages will be adequate.

assistant: Specific Performance
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 Amendment is subject to, and conditioned upon, any required consent or approval being unconditionally granted by Landlord’s mortgagee(s). If any such consent shall be denied, or granted subject to an unacceptable condition, this Amendment shall be null and void and the Lease shall remain unchanged and in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: his short payment stating “I’ll [catch] you on the next one,” indicated an interest in additional drug buys. There is no basis for finding entrapment as a matter of law. Id. The issue was properly left to the jury, and the jury rejected the defense. United States v. Crump, 934 F.2d 947, 956 (8th Cir.1991). Second, Kurkowski argues the district court incorrectly admitted hearsay testimony about earlier bad acts when a police officer testified about an unnamed informant’s story of Kurkowski’s earlier drug sales. Because this testimony is relevant to Kurkowski’s predisposition and the entrapment defense, Kurkowski claims it was prejudicial. Crump, 934 F.2d at 954. The Government argues the statement was admissible to show Kurkowski’s predisposition for drug dealing and the Cir.1997) (<HOLDING>); Crump, 934 F.2d at 954 (stating earlier bad Options: A. holding that confrontation clause issues are subject to harmless error analysis B. holding that the omission of an element is subject to harmless error analysis C. holding blakely errors are subject to harmless error analysis D. holding evidentiary rulings are subject to harmless error analysis E. holding trial errors are subject to a harmless error analysis

assistant: The best answer is D. holding evidentiary rulings are subject to harmless error analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you sell vimeo-hosted videos directly to users other than through vimeo on demand , such usage will be deemed an `` application '' under our api terms ( whether you use our api or not ) and will be subject to our api terms .

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: was denied the opportunity of securing, minimally, his $756,800.00 mortgage at the prevailing interest rate being offered at the time. Despite the fact that BMW Financial Services was the party that initiated the repossession proceedings and allegedly reported its actions to various credit agencies, the trial judge determined that the plaintiff presented sufficient evidence to establish that Rovmain was “responsible for starting the ball rolling that resulted in his [Mr. Reuschel’s] credit rating being adversely affected by BMW and Land Rover Financial Services...to the tune of...$25,330.51.” [N.T. 4/9/07, at 207] The credibility of the parties and witnesses in this case presumably weighs heavily in the fact-finder’s decision-making process. See In Re Lokuta at 255, 11 A.3d at 446 (<HOLDING>). Given the trial judge’s verdict, one might Options: A. holding that an appellate court cannot consider an issue that was not preserved for appellate review B. holding that it is not an appellate courts function to make findings of fact C. recognizing appellate courts must not make fact findings D. holding that an appellate court will not disturb atrial courts credibility findings E. holding that generally appellate courts will not review an issue raised for the first time on appeal

assistant: The best answer is D. holding that an appellate court will not disturb atrial courts credibility findings
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: is also undisputed that when it was returned to the victim it was damaged beyond repair, to the point of being totaled and thereby unusable by the victim. Clearly, an intervening event occurred, causing the damage. At the sentencing hearing, the government admitted it had no evidence to show how or when the vehicle incurred such damage. As a result, it did not carry its burden of showing this intervening cause “was directly related to the offense conduct,” Speakman, 594 F.Bd at 1172, or that the causal connection between the conduct and the loss was otherwise not too attenuated, either factually or temporally. See id. at 1171-72. As a result, the district court erred in ordering restitution concerning the vehicle. See, e.g., United States v. Kieffer, 681 F.3d 1143, 1171 (10th Cir.2012) (<HOLDING>), cert. denied, — U.S.-, 133 S.Ct. 996, 184 Options: A. holding that defendant failed to meet the burden of strict proof required to show abandonment B. holding that the state failed to meet its burden when the record failed to show that the jurors would or would not be available after a weeks continuance C. holding district court order of restitution failed for lack of proof when government failed to meet burden D. holding that a district court may order restitution despite a settlement agreement E. holding defendant failed to preserve burden of proof issue for appeal

assistant: The best answer is C. holding district court order of restitution failed for lack of proof when government failed to meet burden
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: CURIAM. AFFIRMED. See Morrison v. State, 818 So.2d 432, 446 (Fla.2002) (“In order to preserve the issue for appellate review, a party must have made the same argument to the trial court that it raises on appeal.”). Compare Richardson v. Dep’t of Revenue ex rel. Moore, 742 So.2d 445, 447 (Fla. 4th DCA 1999) (<HOLDING>). BENTON, VAN NORTWICK, and CLARK, JJ., Options: A. holding no evidentiary hearing was required where the affidavits of the defendant and his wife were directly contradicted by the defendants sworn testimony during the plea hearing B. holding that because richardsons sworn response to the commissioners report and his sworn motion for rehearing sufficiently raised an issue of fact as to whether he received notice of the august 5 hearing on a petition to vacate a paternity judgment and reimburse a tax refund that had been divested to pay child support the trial court was obligated to resolve the issue only after an evidentiary hearing C. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it D. holding that the juvenile received inadequate notice of a hearing modifying his probation because he received no notice of the hearing or the reasons for it E. holding that the appellants claim that the circuit court failed to make specific findings of fact relating to issues raised at an evidentiary hearing on the appellants postconviction petition was not preserved for review because the appellant did not raise the issue in the circuit court

assistant: The best answer is B. holding that because richardsons sworn response to the commissioners report and his sworn motion for rehearing sufficiently raised an issue of fact as to whether he received notice of the august 5 hearing on a petition to vacate a paternity judgment and reimburse a tax refund that had been divested to pay child support the trial court was obligated to resolve the issue only after an evidentiary hearing
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 contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties hereto, except for any pre­ employment confidentiality agreement that may exist between the parties or any agreement or policy specifically referenced herein. This Agreement cannot be modified except by a writing signed by both parties.

assistant: Modifications
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 Executive is or has been materially unable for any reason to perform her duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive’s employment upon 30 days’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive’s Base Salary for a period of 24 months, periodically in accordance with Company’s regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by Company shall be credited against and shall reduce the Base Salary otherwise payable by Company following termination of employment. If, for the year in which Executive’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had she been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Executive shall be entitled to continue to receive at Company’s expense medical benefits coverage (as described in Section 3.3) for Executive and Executive’s spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive’s spouse and dependents at the time of such termination, until the earlier of: (1) a period of 24 months from the date Executive is terminated pursuant to this Section 4.2, or (2) the date Executive begins new employment at an organization offering a comprehensive major medical health plan for Executive and Executive’s spouse and dependents (regardless of payment policies in effect at such organization).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: When a reference is made in this Amendment to a Section or Paragraph, such reference shall be to a Section or Paragraph of this Amendment unless otherwise indicated. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. Whenever the words “include”, “includes” or “including” are used in this Amendment, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall pay the cost of recording the Deed for the respective Phase and any other documents to be recorded in connection with the Closing for the respective Phase and all documentary, transfer, excise and similar taxes and fees for the respective Phase. The Escrow Agent’s fee shall be evenly divided between Purchaser and Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA SITTING IN THE COUNTY OF LOS ANGELES AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To Jurisdiction
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: It is intention of the parties and it being expressly understood that this Agreement and the rights hereto are expressly governed by and are to be enforced in accordance with the laws of the State of Connecticut (but not its conflicts of law provisions), except to the extent that the UCC provides for the application of the law of the Debtor’s State.

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: Funding, 15 Cl.Ct. at 502. In the case sub judice, the surety assignee declined to file suit against the government as a result of the government’s failure to pay the proper party. 11 . Each of the additional cases plaintiffs rely upon in their Response to Defendant's First Motion to Dismiss involved a surety that filed suit against the government based on the doctrine of equitable subrogation. Pearlman, 371 U.S. at 141-42, 83 S.Ct. 232 (involving a surety that sued the government pursuant to equitable sub-rogation when the surety financed a project to completion after default by the prime contractor); Prairie State, 164 U.S. at 231-32, 17 S.Ct. 142 (determining that a surety was entitled to assert equitable subrogation against the government); Aetna Cas. & Sur., 845 F.2d at 974-76 (<HOLDING>); Balboa, 775 F.2d at 1162-63 (ruling that a Options: A. holding that a performance bond surety was allowed to sue the government based on the doctrine of equitable subrogation B. holding that there is no privity of contract between the government and a surety since the government is not a party to the agreement between the surety and the contractor the government never undertakes an obligation to the surety C. holding that taxable costs included only the premium on a surety bond posted on appeal not the fees paid for letters of credit to secure the bond where the state statute and court rule only specifically allowed for premium on any surety bond D. holding that doctrine of impossibility of performance did not apply so as to entitle surety to partial remission of forfeited bond E. recognizing that the gjovernment as obligee owes no equitable duty to a surety unless the surety notifies the government that the principal has defaulted under the bond notice by the surety is essential before any governmental duty exists

assistant: The best answer is A. holding that a performance bond surety was allowed to sue the government based on the doctrine of equitable subrogation
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 consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholders equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Borrowers and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since December 31, 2017, there has been no change in the condition, financial or otherwise, of any Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Borrower and Subsidiary is Solvent.

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 case excerpt and choose the best holding from the options. Case excerpt: that a legislative amendment which clarifies the original intent of the legislature by a more expansive phrasing is interpretive and must be given retroactive effect. Id. As was the case in Barron and Lau-bie, the 1989 revision to section 1379 of the Guaranty Act was an attempt to overrule prior judicial interpretations of the Guaranty Act by interpretive legislation. By expanding the definition of the term “insurance policy” to specifically exclude cut-through endorsements, the legislature clarified the meaning of existing statutory law while creating no rights or obligations not originally intended by the legislature. The Louisiana Third Circuit Court of Appeals has specifically agreed with this analysis. See Luna v. American Bldg. Sys. Inc., 620 So.2d 465, 468 (La.App. 3d Cir.1993) (<HOLDING>). The Luna court explained that “an amendment Options: A. holding that pm a9962 was not a policy change requiring notice to hospitals but a clarification of existing policy B. holding that under minnesota law an insurance policy or provision not filed with the commissioner of insurance is unenforceable C. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth D. holding that the amendment at issue larevstatann 2213798 is an interpretive clarification of the term insurance policy and applies retroactively E. holding that under georgia law a holder of a master insurance policy is an agent of the insurance company and not the insurer

assistant: The best answer is D. holding that the amendment at issue larevstatann 2213798 is an interpretive clarification of the term insurance policy and applies retroactively
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 amounts that become due and payable by Guarantor under this Guaranty, if not paid within five (5) Business Days after demand therefor, shall bear interest at a rate per annum equal to the Alternate Rate from the date of demand to the date that such sums are paid to Lender. The foregoing shall be without any double-counting with interest paid on the Guaranteed Obligations which interest is itself part of the Guaranteed Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Decedent posed a serious threat at the time he was shot with the bean bag rounds, sprayed with the pepper spray, and finally lethally shot. On the other hand, witnesses at the scene stated that the Decedent was not moving toward the officers when he was initially shot with the bean bag rounds; was doubled-over with pain at the time the pepper spray was used; and was merely standing with the knife pointed skyward, stunned, for nearly a full minute before he was shot and killed. Though there is no dispute that the Decedent was armed with a knife throughout this police encounter, “the mere fact that a suspect possesses a weapon does not justify deadly force.” Haugen v. Brosseau, 339 F.3d 857, 862 (9th Cir.2003). See, also Curnow v. Ridgecrest Police, 952 F.2d 321, 324-25 (9th Cir.1991) (<HOLDING>). Rather, whether the amount of force used was Options: A. holding that compliance with an officers orders is a material fact when deciding whether the officers use of force was reasonable B. holding that officers were not entitled to qualified immunity at the summary judgment stage where there was a triable dispute as to whether they were reasonable in shooting a suspect who was not facing or pointing his gun at them C. holding that deadly force was unreasonable where the suspect possessed a gun but was not pointing it at the officers and was not facing the officers when they shot D. holding that deadly force was justified where a suspect violently resisted arrest physically attacked the officer and grabbed the officers gun E. holding that an officers use of deadly force to stop a dangerous car chase did not shock the conscience because an officers poor judgment in using unreasonable force does not automatically convert the officers acts into conscience shocking conduct

assistant: The best answer is C. holding that deadly force was unreasonable where the suspect possessed a gun but was not pointing it at the officers and was not facing the officers when they shot
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 Subsidiary (other than any Immaterial Subsidiary) has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. Each Immaterial Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (x) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves, and (y) for failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Effective Date, no tax liens have been filed and no claims are being asserted with respect to any such taxes. On each day after the Effective Date, no tax liens have been filed and no claims are being asserted with respect to any such taxes that would 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 insurance policies held by Parent (collectively, the “ Insurance Policies ”) are of the type and in the amounts customarily carried by Persons conducting a business similar to Parent and Company and are sufficient for compliance with all applicable Laws and contracts to which Parent or Company is a party or by which it is bound. There are no claims related to the Business pending under any of the Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of Parent or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision in any such Insurance Policy.

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: carried on; and (f) the extent to which its value to the community is outweighed by its dangerous attributes. Restatement (Second) of Torts § 520 (1977); Leatherwood, 121 S.W.3d at 699-700 (citing Restatement factors). The application of strict liability for ul-trahazardous activities appears to be rather limited in Tennessee, as it is in other jurisdictions. See, e.g., Ergon, Inc. v. Amoco Oil Co., 966 F.Supp. 577, 583 (W.D.Tenn.1997) (noting that Tennessee courts reject the application of strict liability to gas suppliers for escaping gas, even though gas is poisonous, dangerous, and highly explosive, and holding that defendants with escaping petroleum products also should not merit strict liability). But see Sterling v. Velsicol Chem. Corp., 647 F.Supp. 303, 315-16 (W.D.Tenn.1986) (<HOLDING>), rev’d in part on other grounds, 855 F.2d 1188 Options: A. holding that under facts presented defendants creation location operation and closure of toxic chemical dump was abnormally dangerous and ultrahazardous activity B. holding in a case involving denial of coverage under an insurance contract that the location of documentary evidence related to insurance coverage mattered less than the location of the underlying tort suits C. holding other than location of the drugs state presented evidence establishing direct connection between drugs and accused thereby creating inference of control D. holding that an anonymous tip that described a suspects appearance and location and alleged that he was carrying a concealed weapon was insufficiently corroborated by the officers observation of the appellant who matched the description hanging out at the indicated location E. holding that an officer must be able to point to particular facts from which he reasonably inferred that the individual was armed and dangerous

assistant: The best answer is A. holding that under facts presented defendants creation location operation and closure of toxic chemical dump was abnormally dangerous and ultrahazardous activity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 158 F.2d 380, 383 (2d Cir.1946) (concluding that an “order authorizing the taking of the deposition is a final order for the purpose' of appealability, because it grants all the relief sought in the petition and disposes of the proceeding”). Some states have followed the federal example in this regard. See, e.g., Gernstein v. Lake, 259 Neb. 479, 484, 610 N.W.2d 714, 718 (2000) (concluding that “the order granting the Gernsteins’ petition to perpetuate testimony under rule 27 is a final, appealable order”); Powers v. Planned Parenthood of Northern New England, 677 A.2d 534, 536 (Me.1996) (citing Mosseller and other federal cases in support of the conclusion that orders on preaction-discovery petitions are appealable); and Bainum v. Mackay, 15 Utah 2d 295, 296, 391 P.2d 436, 436 (1964) (<HOLDING>). As noted, however, whenever this Court has Options: A. holding sanction included in final judgment appealable B. holding an order denying a motion for summary judgment is interlocutory and not appealable C. holding that this type of judgment is appealable and citing mosseller D. holding that order appointing trustee is immediately appealable and citing numerous cases E. holding same and citing cases

assistant: The best answer is C. holding that this type of judgment is appealable and citing mosseller
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: ruled on is deemed denied by operation of law.”). We review the ruling for an abuse of discretion. See State v. Jones, 185 Ariz. 471, 480, 917 P.2d 200, 209 (1996). ¶ 39 Forde argues that the bar complaints placed the attorneys and Forde in adversarial roles that created a conflict of interest in violation of Ethical Rule (“ER”) 1.7(a)(2), which prohibits representation when “there is a significant risk that the representation ... will be materially limited by the lawyer’s ... personal interest.” Because Forde did not file or authorize the bar complaints, however, she did not have an adversarial relationship with her attorneys. And even if Forde had filed the complaints, the court was not required to remove her attorneys. See State v. Henry, 189 Ariz. 542, 549, 944 P.2d 57, 64 (1997) (<HOLDING>). Notably, nothing indicated a significant risk Options: A. holding contribution claim against attorney not contrary to illinois public policy B. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy C. holding that the economic loss rale did not bar banks claim against mortgagors attorney for negligent misrepresentation where there was no contract between the bank and the attorney D. holding that for public policy reasons the mere filing of a bar complaint by a defendant against his attorney does not mandate removal of the attorney E. holding attorney general could not contract on behalf of the state to employ an assistant attorney beyond the attorney generals own term

assistant: The best answer is D. holding that for public policy reasons the mere filing of a bar complaint by a defendant against his attorney does not mandate removal of the attorney
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 the satisfaction of the threshold Performance Criteria set forth in Section 2 and Appendix A of this Certificate and in accordance with Sections 4 and 5 below, the Award which has provisionally vested under Section 2 above will vest on the third anniversary of the Grant Date (the “ Vesting Date ”). Your Award will vest to the extent provided in, and in accordance with, the terms of this Certificate. If Your employment terminates or if You cease providing services to the Company or a Subsidiary for any reason other than as set forth in Section 4 or 5 below, prior to the Vesting Date, Your unvested Award will be automatically cancelled.

assistant: Vesting
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 covenants and agreements contained herein, other than those which by their terms apply in whole or in part after the Closing (which shall survive the Closing), shall terminate as of the Closing, provided nothing herein shall relieve any party of liability for any breach of such covenant or agreement before it terminated. Except for the warranties and representations contained in clauses (a)(i), (b), (c), (d), (e), (f)(i), (l) and (o) of Section 3.01 and the representations and warranties contained in Section 3.02, which shall survive the Closing until expiration of the applicable statute of limitations, the warranties and representations made herein shall survive for one (1) year following the Closing Date and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representation or warranty to the extent that any good faith allegation of such inaccuracy or breach is made in writing prior to such expiration.

assistant: Warranties