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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “subsequently been lowered as a result of an amendment to the Guidelines Manual listed in [U.S.S.G. § lB1.10(c)], the court may reduce the defendant’s term of imprisonment as provided by 18 U.S.C. § 3582(c)(2)” and “any such reduction in the defendant’s term of imprisonment shall be consistent with this policy statement.” U.S.S.G. § lB1.10(a)(l). The commentary to U.S.S.G. § 1B1.10 instructs that a reduction under § 3582(c)(2) is not authorized when “an amendment ... is applicable to the defendant but the amendment does not have the effect of lowering the defendant’s applicable guideline range because of the operation of another guideline or statutory provision (e.g., a statutory mandatory minimum term of imprisonment).” U.S.S.G. § 1B1.10, cmt. n. 1(A); see also Moore, 541 F.3d at 1328 (<HOLDING>). A term of imprisonment to the applicable Options: A. holding that while amendment 706 was applicable to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline B. holding that the district court lacked authority under 3582c2 to grant a sentencing reduction to defendants who were career offenders sentenced under ussg 4b11 because amendment 706 would not ultimately affect their guideline ranges C. holding that amendment 706 did not have the effect of lowering the applicable guideline range where the defendants received statutory mandatory minimum sentences and thus the defendants were not eligible for relief under 3582 D. holding that a defendant whose original sentence was based upon the careeroffender guideline and not 2d11 could not receive a sentence reduction based on amendment 706 because it did not have the effect of lowering the applicable guideline range E. holding a reduction in defendants sentence as a career offender was not authorized under 3582c2 because amendment 706 did not lower his applicable guideline range under the careeroffender guidelines

assistant: The best answer is A. holding that while amendment 706 was applicable to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to correct certain “errata.” See 11/19/02 Letter from Melvyn I. Weiss to the Court. On December 6, 2002, I granted the applications in an oral decision. I write now to fully set forth the reasoning supporting that decision. For the reasons set forth below, plaintiffs’ motions are granted in their entirety. 1. LEGAL STANDARD Whether to permit a plaintiff to amend her pleadings is a matter within the Court’s “sound discretion.” Grand Light & Supply Co. v. Honeywell, Inc., 771 F.2d 672, 680 (2d Cir.1985). See also Fed.R.Civ.P. 15(a). That discretion encompasses both whether to permit substantive amendments of plaintiffs’ claims and allegations, as well as whether to permit the joinder of additional plaintiffs. See Mackensworth v. S.S. American Merchant, 28 F.3d 246, 251 (2d Cir.1994) (<HOLDING>); Aquilio v. Manaker, Nos. 90-CV-45, 91-CV-93, Options: A. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint B. holding that dismissal with leave to amend is not a final order C. holding district court did not abuse its discretion in not granting plaintiffs leave to amend complaint for a third time D. holding that district court properly treated plaintiffs notice of joinder as a motion for leave to amend under fedrcivp 15 E. holding the district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the plaintiff who is represented by counsel never filed a motion to amend nor requested leave to amend before the district court

assistant: The best answer is D. holding that district court properly treated plaintiffs notice of joinder as a motion for leave to amend under fedrcivp 15
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: the content and information on this website ( including , but not limited to , messages , data , information , text , music , sound , photos , graphics , video , maps , icons , software , code or other material ) , as well as the infrastructure used to provide such content and information , is proprietary to us .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No modification of the Covenants shall be valid unless such modification is in writing and signed by Employee and a duly authorized representative of the Company. If, however, any of the Covenants is held by a court to be unenforceable and/or overbroad, the parties acknowledge and agree that the defective term(s) shall be modified, but only to the extent necessary to comply with applicable law(s).

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 case excerpt and choose the best holding from the options. Case excerpt: from ordinary permit delays. They contend that a permit applicant need only comply with certain specific requirements in order to receive one and can expect to develop at the end of the process, whereas there is nothing the landowner subject to a moratorium can do but wait, with no guarantee that a permit will, be, granted at the end of the process. Setting aside the obvious problem with basing the distinction on a course of events we can only know after the fact — in the context of a facial challenge — petitioners’ argument breaks down under close examination because there is no guarantee that a permit will be gran .D.Mo.1991) (following Riverside Bayview and holding takings claims unripe absent denial of a pertnit); Lakewood Assoc. v. United States, 45 Fed.Cl. 320, 332 (1999) (<HOLDING>); see also Moore v. United States, 943 F.Supp. Options: A. holding that the trial court erred in permitting a lawyer to offer his opinions concerning securities law and the application of that law to the contract in dispute B. holding that an agency is not required to undertake a search that is so broad as to be unduly burdensome C. holding that privatization is necessary to protect the members of the plaintiff class from cruel and unusual punishment through constitutionally unacceptable health care services that the remedy extends no further than is necessary to correct the violation of the federal rights of members of the plaintiff class that such relief is narrowly drawn and that there is no less intrusive means to correct the violation of plaintiffs federal rights D. holding by texas supreme court that takings claim failed as a matter of law because the state took possession of the property in question under a contract with the plaintiff and therefore with the plaintiffs permission and consent E. holding that application for and denial of a permit is necessary to a ripe takings claim absent futility or a showing that the permitting procedure is so burdensome as to effectively deprive the plaintiff of his property rights

assistant: The best answer is E. holding that application for and denial of a permit is necessary to a ripe takings claim absent futility or a showing that the permitting procedure is so burdensome as to effectively deprive the plaintiff of his property rights
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 shall be governed by and construed in accordance with the laws of the State of Tennessee (without giving effect to any conflict of law principles that would require the application of any other laws), and it shall be enforced or challenged only in the courts of the State of Tennessee.

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: The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information; that the Executive may develop Confidential Information for the Company and its Affiliates; and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law after notice to the Company and a reasonable opportunity for the Company to seek protection of the Confidential Information prior to disclosure or for the proper performance of his duties to the Company and its Affiliates, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

assistant: Confidentiality
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: Immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrower and its Subsidiaries (on a going concern basis) will exceed its debts and liabilities, subordinate, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower and its Subsidiaries (on a going concern basis) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c) the Borrower (on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinate, contingent or otherwise as they become absolute and matured in the ordinary course of business; and (d) the Borrower (on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted following the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sections 1 (“Definitions”), 3 (“Severance”), 4 (“Restrictive Covenants”), 5 (“Non-Disclosure of Proprietary Information”), 6 (“Non-Disparagement”), 7 (“Condition to Severance Obligations”), 8 (“Inventions”), 9 (“Injunctive Relief”), 10 (“Agreement to Arbitrate”) and 12 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment with the Company.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective from __________, ___ 20__, (“the Commencement Date”), through _____________, (“the Termination Date”), unless amended by subsequent written agreement of the parties or terminated as provided herein. The Employee shall be considered a full-time employee as of the Commencement Date and will serve at the will of the Board of Directors (“Board”).

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 case excerpt and choose the best holding from the options. Case excerpt: out and that Child’s motion to suppress was premised on one central question — whether the search was justified absent particularized suspicion — it is obvious that Child intended to reserve the right to appeal this issue. Moreover, we note that Child’s attorney specifically referred to the crossed-out provision when electing to enter into the plea, and that the district court also stated that Child would retain his right to appeal should he so desire. We conclude that this is sufficient to reserve Child’s right to appeal. See id. (providing for a “substance-over-form” approach in considering whether an issue is reserved for appeal, rather than requiring “rigid adherence” to reservation requirements); see also State v. Padilla, 2006-NMCA-070, ¶¶ 10-12, 139 N.M. 700, 137 P.3d 640 (<HOLDING>). Consequently, we proceed to address the Options: A. holding that an issue was sufficiently reserved in a plea even though not reduced to writing when both the prosecution and the district court were aware of the defendants intent to appeal B. holding that a defendants guilty plea was unconditional where the guilty plea was not in writing and the government did not consent to it being conditional 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 a counsels oral statements at a plea hearing that the plea being entered was conditional did not satisfy the rule 11 writing requirement E. holding that where the issue of sanctions was not before the court of appeals when the appeal was filed the district court retained jurisdiction

assistant: The best answer is A. holding that an issue was sufficiently reserved in a plea even though not reduced to writing when both the prosecution and the district court were aware of the defendants intent to appeal
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 parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder, (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Company or similar transaction involving the Company or a successor entity, and (iii) the rights and obligations of the Company hereunder shall be assignable and delegable to AFG and/or AAC. The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

assistant: Assignments
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 shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to any conflict of law rule or principle that would give effect to the laws of another jurisdiction.

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: All Restricted Stock Units will vest in accordance with Exhibit A . If the Grantee terminates employment from the Company or an Affiliate for reasons other than death or disability (as determined by the Committee) prior to the date the Restricted Stock Units are vested, the Restricted Stock Units that have not yet vested as of the date of such termination will be immediately forfeited without further consideration or any act or action by the Grantee. If, prior to the date the Restricted Stock Units have vested, (i) the Grantee terminates employment from the Company or an Affiliate as a result of death or disability (as determined by the Committee), or (ii) a Change in Control occurs, and the Grantee is a Covered Executive on the date of such Change in Control, then all such units that have not previously been forfeited under Exhibit A shall vest on the date of such termination or Change in Control, as applicable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of paternity, the party so requesting a jury has the right thereto.” 4 In the trial court, respondent argued in his memorandum opposing the department’s effort to change the trial from a jury trial to a court trial, in part: “no legislative intent is present on the face of the legislation that would indicate a retroactive application of the legislation is appropriate. Absent such clear intention, the presumption is that the legislation should not be applied to pending cases.” 5 The dissent resorts to legislative history without a determination that there is an ambiguity. The fact that two statutes appear to conflict does not amount to an ambiguity that would allow the court to rely on legislative history. See J.R. Simplot Co. v. Dept. of Rev., 321 Or 253, 262, 897 P2d 316 (1995) (<HOLDING>). Further, the dissent’s analysis is Options: A. holdingafter considering the statutes whole text legislative history and purpose that a consumer fraud provision did not impose criminal sanctions B. recognizing longstanding precedents that permit resort to legislative history only when necessary to interpret ambiguous statutory text C. holding that even where there are contrary indications in the statutes legislative history we do not resort to legislative history to cloud a statutory text that is clear D. holding that the court does not examine legislative history when the statutes text and context are not subject to more than one plausible reading E. holding that we may consult legislative history as an aid to the interpretation of ambiguous text

assistant: The best answer is D. holding that the court does not examine legislative history when the statutes text and context are not subject to more than one plausible reading
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 Grantor shall take such further actions, and execute and deliver to the Agent such additional assignments, agreements, supplements, powers and instruments, as the Agent may in its reasonable judgment deem necessary or appropriate, wherever required by Law, in order to perfect, preserve and protect the Agent’s security interest in the Collateral as provided herein and the rights and interests granted to the Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm unto the Agent or permit the Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Agent from time to time upon reasonable request such lists, descriptions and designations of the Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments. If an Event of Default has occurred and is continuing, the Agent may institute and maintain, in its own name or in the name of any Grantor, such suits and proceedings as the Agent may be advised by counsel shall be reasonably necessary or expedient to prevent any impairment of the Agent’s security interest in or the perfection thereof in the Collateral. All of the foregoing shall be subject to Section 10.04 of the Credit Agreement. The Grantors and the Agent acknowledge that this Security Agreement is intended to grant to the Agent for the benefit of the Credit Parties a security interest in and Lien upon the Collateral and shall not constitute or create a present assignment of any of the Collateral.

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: As of the date hereof the authorized capital stock of the Company consists of (i) 160,000,000 shares of Common Stock, of which, 42,993,162 are issued and outstanding, and 51,735,689 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 35,600 are issued and outstanding and classified as Series A Convertible Preferred Stock. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth in the SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive and the Company agree that damages for breach of any of the covenants under Sections 7 and 8 will be difficult to determine and inadequate to remedy the harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary or permanent injunction without the necessity of bond.

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 legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8 , the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

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: Defendant’s vehicle appeared to be speeding. Detective Rylott had to drive approximately 50 m.p.h. to catch up to the Defendant’s vehicle.... While the Detective testified that he observed the Defendant speeding, he did not testify as to the Defendant’s actual speed.” We have reviewed the transcript and have determined that the trial court’s factual findings are supported by competent, substantial evidence. See State v. Pruitt, 967 So.2d 1021, 1023 (Fla. 2d DCA 2007) (recognizing that there is a presumption of correctness with regard to trial court’s determination of facts where those factual findings are supported by competent, substantial evidence and that the trial court’s application of the law to the facts is reviewed de novo); Bravo v. State, 963 So.2d 370, 372 (Fla. 2d DCA 2007) (<HOLDING>). However, we hold that the trial court Options: A. holding that appellate review of hearsay issues is de novo with no presumption of correctness B. holding that on review of a motion to suppress the appellate court is to give deference to a trial courts factual findings but legal conclusions are reviewed de novo C. holding that we review legal conclusions of the court of federal claims de novo D. holding that trial courts determination of facts has a presumption of correctness but trial courts legal conclusions are subject to de novo review E. holding that appellate courts may review trial courts legal conclusions to determine their correctness

assistant: The best answer is D. holding that trial courts determination of facts has a presumption of correctness but trial courts legal conclusions are subject to de novo review
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: On and as of the Closing Date, none of the reports, financial statements, certificates or other information that has been furnished by the Borrower or its Affiliates (but limited to the Borrower’s knowledge in the case of reports, financial statements, certificates or other information prepared by a third party and not by the Borrower) to the Lender or any of their Affiliates or consultants in connection with the negotiation of this Agreement or any other Loan Document or delivered under any Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the amount of cocaine contained in the residue was so minute that it could not effectively be weighed or measured. Further, Jones’s counsel contended in his closing argument that, although the residue itself was visible, it had to be tested multiple times before the police could make a positive determination that it contained cocaine. We conclude that Jones’s counsel placed in dispute the issue of whether Jones knew the illicit nature of the substance on the pipe. Under Delva, it was fundamental error for the trial court to fail to properly instruct the jury on that disputed element of the crime charged against Jones. Since such fundamental error is not subject to harmless error analysis, Jones’s conviction must be reversed. See Reed v. State, 887 So.2d 366, 369-70 (Fla.2002) (<HOLDING>). Section 893.101, Florida Statutes (2002), Options: A. recognizing plain or fundamental error B. holding that the omission of an element is not a structural error subject to automatic reversal but rather where objected to is subject to harmless error analysis C. holding that lack of appellate jurisdiction is fundamental error D. holding that failure to give proper instruction regarding disputed element of crime charged was fundamental error requiring reversal and stating that fundamental error is not subject to harmless error review E. holding that when none of the required explanations were given that was fundamental error requiring reversal

assistant: The best answer is D. holding that failure to give proper instruction regarding disputed element of crime charged was fundamental error requiring reversal and stating that fundamental error is not subject to harmless error review
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: falls within the category of “any other purpose.” United States v. Sanders, 247 F.3d 139, 142-144 & n. 2 (4th Cir.2001). Therefore, a district court’s reduction of a term of imprisonment under Rule 35(b) has no impact on the “finality” of a defendant’s “judgment of conviction” and does not alter the “date on which the judgment of conviction becomes final” for the purposes of the statute of limitations. Id. (internal quotation marks omitted). So far as we can tell, every circuit to have addressed this question agrees with our conclusion. The Fourth, Sixth, Eighth, and Tenth Circuits have held that a Rule 35(b) modification does not constitute a new judgment of conviction that restarts § 2255’s statute of limitations clock. See Byers v. United States, 561 F.3d 832, 835 (8th Cir.2009) (<HOLDING>); Sanders, 247 F.3d at 142-44 & n. 2 (“It is Options: A. holding that probation does not constitute a sentence B. holding that a rule 35b modification does not constitute a final judgment and therefore does not reset the aedpa time clock C. holding that aedpa does not establish a statutory high hurdle for cause D. holding that epa regions policy statement does not constitute final agency action because it does not compel action E. holding that a district court judgment is not a final judgment appealable by the defendant unless it includes the final adjudication and the final sentence

assistant: The best answer is B. holding that a rule 35b modification does not constitute a final judgment and therefore does not reset the aedpa time clock
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: be incorporated in the provisions of the MTCA.” (citations omitted)). 7 .The circuit court correctly held that the MTCA does not waive the defendants’ sovereign immunity with respect to Kelley’s claims for fraudulent inducement and tortious interference with business relations or his demands for punitive damages, attorneys' fees, and prejudgment interest. See Miss.Code Ann. § 11-46-5(2) (Supp.2015) ("a governmental entity shall not be liable or be considered to have waived immunity for any conduct of its employee if the employee’s conduct constituted fraud [or] malice”); id. § 11-46- 15 (2) (barring an award of punitive damages, attorneys’ fees, or prejudgment interest on any claim subject to the MTCA); Zumwalt v. Jones Cty. Bd. of Supervisors, 19 So.3d 672, 688 (¶¶ 83-84) (Miss.2009) (<HOLDING>). Kelley has not specifically addressed this Options: A. holding that the difference between interference with contract and prospective relations is that second tort requires showing of malice B. holding that sovereign immunity applies to claims alleging tortious interference with business relations because the tort requires proof of malice C. recognizing the tort of wrongful interference with anothers business relations D. holding that where both defamation and tortious interference claims are pled and are based on same facts minnesota law requires the application of the actual malice standard to tortious interference claims E. holding that the plaintiff stated a claim for tortious interference

assistant: The best answer is B. holding that sovereign immunity applies to claims alleging tortious interference with business relations because the tort requires proof of malice
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 of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 14(j) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

assistant: Waiver Of Jury Trials
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 terms and conditions of this Agreement, on the Closing, each of the Sellers set forth on Exhibit A agrees to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase from each Seller, the entire right, title, and interest in and to each of the outstanding Company Shares of such Seller as set forth in Exhibit A , free and clear of any Encumbrance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any other provision of this Agreement shall be determined to be contrary to Law and unenforceable by any court of law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

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 legal provision and list the applicable contract clause categories. Provision: The Company shall pay to Executive an annual base salary of Nine Hundred Fifty Thousand Dollars ($950,000) (prorated for partial monthly and annual periods), less deductions and withholdings, which base salary shall be paid in accordance with the Company’s normal payroll policies and procedures (the “ Base Salary ”). The Board or the Compensation Committee of the Board (the “ Committee ”) shall conduct annual performance reviews of Executive for merit increases and may, in its sole discretion, increase Executive’s Base Salary from time to time.

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 case excerpt and choose the best holding from the options. Case excerpt: 537, 545, 107 S.Ct. 1940, 95 L.Ed.2d 474 (1987), and to be free from retaliation for family association. Adkins v. Bd. of Educ. of Magoffin County, Kentucky, 982 F.2d 952 (6th Cir.1993). The district court recognized that Plaintiffs complaint did not expressly invoke the First Amendment. The district court would have rejected any First Amendment claim, citing Claybrook v. Birchwell, 199 F.3d 350, 357 (6th Cir.2000) (“[A] section 1983 cause of action is entirely personal to the direct victim of the alleged constitutional tort.”) The district court reasoned that because Plaintiff had alleged that his parents’ rights, rather than his own First Amendment rights, had been violated, the Plaintiff failed to state a First Amendment claim. See Morris v. Lindau, 196 F.3d 102, 113 (2d Cir.1999) (<HOLDING>). We do not reach the First Amendment issue Options: A. holding that police chiefs son who alleged that he was denied an interview for a position because his father had criticized the local officials did not have standing to assert the first amendment rights of his father B. holding that son had no homestead interest in property even though he resided upon it with his fathers consent because son had neither title nor a present right to possess land nor right to demand partition from father who was his cotenant C. holding that plaintiff had cared for his father who suffered severe depression after murder of his daughter within meaning of fmla interim regulation because inter alia he discussed with his father grief associated with murder and provided reassuring physical presence to his father D. holding noncustodial father did not have standing to sue on his daughters behalf E. holding that the presumption of legitimacy shifts the burden of persuasion to the putative father to establish that he did not father the child

assistant: The best answer is A. holding that police chiefs son who alleged that he was denied an interview for a position because his father had criticized the local officials did not have standing to assert the first amendment rights of his father
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 has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Loan) will not result in a violation of the organizational documents of the Holder.

assistant: Enforcements
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 two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

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: addition, SBS’s business records containing computerized notations of its collection efforts indicated that nearly every SBS communication to collect the debt was with Cody who responded, requested information on the debt, and supplied excuses to SBS regarding why the debt remained unpaid. In one telephone call, Cody indicated he was seeking SBS’s payment from his franchisor and final payment to SBS was dependent on the completion of a settlement between Direct and its franchisor. Cody did not personally appear at trial and his attorney presented no evidence to the contrary. Based on the evidence, we conclude that Cody was a trustee of construction trust funds under the Act. See Nuclear Corp. of America v. Hale, 355 F.Supp. 193, 197 (N.J.D.Tex.1973), aff'd, 479 F.2d 1045 (5th Cir.1973) (<HOLDING>). Direct contends that, in order to establish Options: A. holding that an order to disgorge funds was final even though the order did not distribute the funds B. holding that a trustee properly withheld trust payments owed to a prior trustee who had misappropriated trust funds C. holding that a third party who receives trust property on inquiry notice that a trustee has misappropriated trust funds is also liable for breach of trust D. holding that defendant violated section 4b when she misappropriated pool participant funds by soliciting funds for trading and then trading only a small percentage of those funds while disbursing the rest of the funds to investors herself and her family E. holding that companys president was trustee of trust funds because he had control and direction over the funds

assistant: The best answer is E. holding that companys president was trustee of trust funds because he had control and direction over the funds