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: held that presentment of a letter of credit may not be enjoined unless there is evidence of fraud by the beneficiary. Philipp Bros., 787 S.W.2d at 40. To justify enjoining the presentment of a letter of credit, the fraud must be extreme. A trial court may enjoin presentment only if “the wrong doing of the beneficiary has so vitiated the entire transaction that the legitimate purposes of the independence of the issuer’s obligation would no longer be served.” Id. (quoting GATX Leasing Corp. v. DBM Drilling Corp., 657 S.W.2d 178, 182 (Tex.App. — San Antonio 1983, no writ)); SRS Prods., 994 S.W.2d at 384-85 (wrongdoing must be “egregious, intentional, and unscrupulous”). But see Goldome Credit Corp. v. University Square Apartments, 828 S.W.2d 505, 509 (Tex.App. — Amarillo 1992, no writ) (<HOLDING>). Lone Star argues that the acceleration clause Options: A. holding that claims of corporation vest in corporation B. holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity C. holding that presentment of documents signed by officer of corporation when corporation did not exist posed risk of double payment on debt thereby constituting fraud which vitiated transaction D. holding that individuals assumption of the role of president of the corporation and her authority to sign documents on behalf of the corporation demonstrate that she had the requisite control over the corporation for purposes of finding individual liability under section 5a E. holding that nonofficer nonemployee who was in reality a de facto officer or employee of corporation and who had significant control over disbursements made by the corporation was responsible person for purposes of 6672 liability where he had failed to insure payment of trust fund taxes of corporation while continuing payment of other corporate creditors

assistant: The best answer is C. holding that presentment of documents signed by officer of corporation when corporation did not exist posed risk of double payment on debt thereby constituting fraud which vitiated transaction
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: prescribed by the Guidelines in effect at the time of the offense, the court must apply the Guidelines as they existed at the time of the crime. See U.S. Sentencing Guidelines Manual § lBl.ll(b)(l) (2000); United States v. Omoruyi 260 F.3d 291, 297 (3d Cir.2001). Prior to November 1, 2000, U.S. Sentencing Guidelines Manual § 2Fl.l(b)(4)(B) (1999) provided for a two level increase in offense score if the offense involved a “violation of any judicial or administrative order, injunction, decree or process.” In interpreting that version of § 2F1.1(b)(4)(B), we held that a bankruptcy proceeding was not a “judicial process” and that a bankruptcy rule did not constitute a “judicial order.” See United States v. Thayer, 201 F.3d 214, 226-28 (3d Cir.1999). However, on November 1, 200 Cir.2002) (<HOLDING>). According to Brennan, the ending date of the Options: A. holding that application of guidelines did not violate the ex post facto clause because rico offense was a straddle crime that continued before and after the effective date of the guidelines B. holding that parole guidelines are subject to the ex post facto clause C. holding that revocation of medical license does not violate the ex post facto clause D. holding that use of the guidelines in effect at time of sentencing does not violate ex post facto clause after booker E. holding that application of an amended version of the guidelines to a conspiracy which continues both before and after the amendment does not violate the ex post facto clause

assistant: The best answer is E. holding that application of an amended version of the guidelines to a conspiracy which continues both before and after the amendment does not violate the ex post facto clause
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 and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. With respect to Term B Lenders that have Term B Commitments, if Prior Spin-Off occurs, such Term B Lenders may become party to this Agreement by delivering an executed Term B Loan Joinder which shall serve as a counterpart to this Agreement as of the Term Loan Closing Date, and such counterpart shall constitute one and the same instrument with the other signature pages hereto with effect from and after the delivery of the signature pages to such Term B Loan Joinder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Warrant Agreement and the Global Warrant Certificates constitute the entire agreement of the Company, the Warrant Agent and Global Warrant Holder with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and the Global Warrant Holder with respect to the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the . same party); Landry v. Luscher, 95 Wash.App. 779, 976 P.2d 1274, 1276 (1999) (stating the rule against claim splitting — i.e., claim preclusion-prohibits splitting of personal injury and property claims arising out of same transaction). There is at least a question whether issue preclusion was applicable in Fournier as arguably the “issue” of coverage for property damage was not actually litigated in the prior proceeding.. See Hunter v. City of Des Moines, 300 N.W.2d 121, 123 (Iowa 1981) (distinguishing “issue preclusion” — where the issue had to be actually raised and litigated in prior proceeding — from what we now call claim preclusion — where the issue - “could” have been tried in prior proceeding); Cruise v. Wendling Quarries, Inc., 498 N.W.2d 916, 920 (Iowa Ct.App.1993) (<HOLDING>); Am. Ins. Co. v. Messinger, 43 N.Y.2d 184, 401 Options: A. holding that because of the nature of a state habeas proceeding a decision actually rendered should preclude an identical issue from being relitigated in a subsequent 1983 action if the state habeas court afforded a full and fair opportunity for the issue to be heard and determined under federal standards B. holding that burden was on nonmoving party to show issue was not litigated where moving party presented supreme court opinion showing issue had been litigated C. holding arbitration decision disallowing insurers coverage defense binding in subsequent personal injury action where the issue was actually litigated and decided in prior action D. holding common issue of fault was actually litigated in prior property damage suit and determined adversely to plaintiff and therefore fault could not be relitigated in subsequent per sonal injury action under issue preclusion E. holding that the doctrine of collateral estoppel bars readjudication of issues when 1 the prior suit resulted in judgment on the merits 2 identical issues are involved 3 the issue was actually litigated 4 the issue was actually determined and 5 the determination was necessary to the resulting judgment

assistant: The best answer is D. holding common issue of fault was actually litigated in prior property damage suit and determined adversely to plaintiff and therefore fault could not be relitigated in subsequent per sonal injury action under issue preclusion
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 obligations of the Corporation hereunder will survive (i) any actual or purported termination of this Agreement by the Corporation or its successors or assigns, whether by operation of law or otherwise, (ii) any change in the Corporation’s Certificates of Incorporation or By-laws, and (iii) termination of Executive’s services to the Corporation or its affiliates (whether such services were terminated by the Corporation, such affiliate or Executive), if such claim arises as a result of an occurrence prior to the termination of this Agreement, whether or not a claim is made or an action or proceeding is threatened or commenced before or after the actual or purported termination of this Agreement, change in the Corporation’s Certificate of Incorporation or By-laws, or termination of Executive’s services.

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: At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $2,500.00 for Buyer’s legal fees and due diligence fee.

assistant: Expenses
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 entry of a default judgment pursuant to RCFC 55(b). A party “plead[s] or otherwise defend[s]” by timely filing an answer pursuant to RCFC 7 or a motion to dismiss under RCFC 12. See 10 James Wm. Moore, Moore’s Federal Practice § 55.11(2)(a)(i)-(iii) (3d ed. 2012) (discussing Fed. R. Civ. P. 55(a), which is identical to RCFC 55(a)). A party’s entry of an appearance with the court does not establish that the party has “otherwise defended].” Instructively, RCFC 55(b) contemplates giving notice of an impending default judgment to a party that “has appeared,” implying that an appearance alone is insufficient to prevent entry of a default. Moore’s Federal Practice § 55.11(2)(b)(ii); see also United States v. $23,000 in United States Currency, 356 F.3d 157, 163-64 (1st Cir.2004) (<HOLDING>). Nor is a motion for an enlargement of time an Options: A. holding that defendant may be entitled to selfdefense instruction even though he did not testify B. holding that a son could be bound by a contract that he signed even though his fathers name and not his appeared in the body C. holding that even though defendant stated he did not read and discuss psr with his counsel he could not show any error that affected his substantial rights D. holding that a defendant did not otherwise defend even though he had appeared before the court E. holdingthat judgment for want of an answer was properly entered even though the defendants attorney appeared in court at the time set for trial

assistant: The best answer is D. holding that a defendant did not otherwise defend even though he had appeared before the court
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 this Lease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Section 27 shall replace and satisfy the statutory service-of-notice procedures, including those required by California Code of Civil Procedure, Section 1162 or any similar or successor statute.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Article 78 proceeding “is not an ‘appeal’ but rather a new proceeding challenging a decision by an administrative body or officer”, the Court is not precluded from enjoining the summary holdover proceeding or divested of jurisdiction over the Plaintiffs’ federal claims merely because an Article 78 remedy is available. Meachem v. Wing, 77 F.Supp.2d 431, 442 (S.D.N.Y.1999) (citing N.Y. C.P.L.R. § 7804 (characterizing Article 78 proceeding as a “special proceeding” and specifying where such a proceeding may be “brought”); N.Y. C.P.L.R. § 7801 (providing that an Article 78 proceeding cannot be used to challenge a determination that “can be adequately reviewed by appeal to a court or to some other body”)); cf. Huffman v. Pursue, Ltd., 420 U.S. 592, 608, 95 S.Ct. 1200, 43 L.Ed.2d 482 (1975) (<HOLDING>). Indeed, it is well-settled that a plaintiff Options: A. holding that because the federal plaintiffs claims were essentially derivative of the state defendants younger abstention applied B. holding that to avoid younger abstention plaintiffs must demonstrate that state law bars the effective consideration of their federal claims C. holding that younger abstention was appropriate while the case works its way through the state appellate process D. holding that because the plaintiff had not exhausted his state court appeals abstention was appropriate because virtually all of the evils at which younger is directed would inhere in federal intervention prior to completion of state appellate proceedings E. holding that younger abstention is jurisdictional

assistant: The best answer is D. holding that because the plaintiff had not exhausted his state court appeals abstention was appropriate because virtually all of the evils at which younger is directed would inhere in federal intervention prior to completion of state appellate proceedings
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: Hicks nor White may be held personally liable for acts occurring within the scope and course of their employment. Miss. Code Ann. § 11-46-7(2). Accordingly, Craddock’s individual claims against the two are dismissed. However, under the MTCA, a governmental entity such as the City may be held liable for Hicks’ actions within the scope of his employment if Hicks “acted in reckless disregard for the safety and well-being of any person not engaged in criminal activity at the time of the injury.” Miss.Code Ann. § ll-46-9(l)(c). Hicks concedes that Craddock was not engaged in any criminal activity at the time of her arrest. Accordingly, the City may be held liable for her arrest if Hicks’ conduct rises to the level of reckless disregard. Maldonado v. Kelly, 768 So.2d 906, 909 (Miss.2000)(<HOLDING>). While reckless disregard is not defined by Options: A. holding that police officer did not exhibit reckless disregard for safety and wellbeing of others by negligently causing auto accident where officer looked both ways at intersection even though view was partially blocked B. holding that written reprimand stating that officer failed to exercise due care and failed to comply with section 546005 were evidence that officer only acted negligently and did not raise fact issue on reckless disregard C. holding that it is reasonable that a police officer at the scene of an investigation will not let people move around in ways that could jeopardize his safety and discussing the various ways an officer may limit such movement D. holding officers failure to adhere to policy requiring emergency vehicles to come to complete stop and failure to remember looking both ways before entering intersection did not raise fact issue as to whether officer acted in conscious indifference to or reckless disregard for safety of others E. holding no evidence of reckless disregard for safety of others when officer entered intersection without stopping and witness did not hear brakes being applied

assistant: The best answer is A. holding that police officer did not exhibit reckless disregard for safety and wellbeing of others by negligently causing auto accident where officer looked both ways at intersection even though view was partially blocked
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees to indemnify and hold the Company harmless from any and all liability, including, without limitation, all penalties, interest and other costs that may be imposed by the Internal Revenue Service or other governmental agencies regarding any tax obligations that may arise from the monetary consideration made to Executive pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Trafelet, on the one hand, and the Alico Parties, on the other hand, shall each, respectively, be responsible for its own fees and expenses incurred in connection with (a) the Action, (b) the Employment Dispute and (c) the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby; provided that the Parties who are directors or officers of Alico (including Trafelet) shall be entitled, consistent with applicable law, to indemnification and expense reimbursement from Alico for legal expenses in connection with the Action; provided , further that any such indemnification and expense reimbursement with respect to Trafelet shall be limited to the amounts communicated by Trafelet's counsel on the date hereof to the Company.

assistant: Expenses
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: policies, however, does not deprive them of standing on appeal to challenge the district court’s sealing orders. We have held that the press has standing to intervene in actions in which it is not otherwise a party to seek review of a district court’s order sealing documents and court records. See Stone v. Univ. of Maryland Med. Sys. Corp., 855 F.2d 178, 180-81 (4th Cir.1988) (addressing district court’s failure to follow Fourth Circuit sealing procedures on intervenor Baltimore Sun’s motion for access to sealed court records); Rushford v. New Yorker Magazine, Inc., 846 F.2d 249, 250-54 (4th Cir.1988) (addressing district court’s procedural failure in the context of intervenor Washington Post’s motion to unseal documents); see also In re Tribune Co., 784 F.2d 1518, 1521 (11th Cir.1986) (<HOLDING>). We have likewise recognized standing in news Options: A. recognizing common law right of access to judicial documents B. holding that the press has standing to intervene where not otherwise a party to petition for access to court documents and records C. holding that municipal court records were admissible under official records or public documents exception D. holding that the first amendment secures for the public and the press a right of access to civil proceedings E. recognizing a general right to inspect and copy public records and documents including judicial records and documents

assistant: The best answer is B. holding that the press has standing to intervene where not otherwise a party to petition for access to court documents and records
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 payment for the services to be rendered by the Executive as provided in Section 1 and subject to the provisions of Section 2 of this Agreement, the Company will pay the Executive a “Base Salary” at the rate of $325,000.00 per year, payable on the Company’s normal payroll schedule. The Executive’s “Base Salary” may be increased in accordance with the provisions hereof or as otherwise determined from time to time by the Board.

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: a defendant—with a societal interest in accurate fact-finding, which may require consideration of out-of-court statements.” [Bourjaily v. United States, 483 U.S. 171, 182, 107 S. Ct. 2775, 97 L. Ed. 2d 144 (1987)]. We have accordingly interpreted the Confrontation Clause in a manner sensitive to its purposes and sensitive to the necessities of trial and the adversary process .... Thus, though we reaffirm the importance of face-to-face confrontation with witnesses appearing at trial, we cannot say that such confrontation is an indispensable element of the Sixth Amendment’s guarantee of the right to confront one’s accusers. Craig, 497 U.S. at 849-50. In Craig the Court retreated from its earlier statements in Coy v. Iowa, 487 U.S. 1012, 1016-17, 108 S. Ct. 2798, 101 L. Ed. 2d 857 (1988) (<HOLDING>), and returned to the reasoning of Roberts, 448 Options: A. holding that in reviewing confrontation clause challenge appellate courts must first determine whether the confrontation clause is implicated B. holding that when deciding whether the admission of a declarants outofcourt statements violates the confrontation clause courts should independently review whether the governments proffered guarantees of trustworthiness satisfy the demands of the clause C. holding that the confrontation clause does not apply to the sentencing hearing D. holding that the confrontation clause guarantees the defendant a physical facetoface meeting with the witnesses appearing before the trier of fact E. holding that any confrontation right is found in the fourteenth amendments due process clause not the confrontation clause of the sixth amendment

assistant: The best answer is D. holding that the confrontation clause guarantees the defendant a physical facetoface meeting with the witnesses appearing before the trier of fact
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided in Section 3 of the Agreement, provided the Participant has not incurred a Termination on or prior to the Regular Vesting Date, the Performance Shares granted under the Grant Notice to which this Agreement relates shall vest upon the date on which the Committee determines and certifies, as applicable, the attainment level of both the EPS Performance Percentage and the RTSR Performance Percentage (the “ Regular Vesting Date ”) with respect to the Performance Period set forth in the Grant Notice, in each case, as of the last day of the Performance Period, which determination shall be made no later than the seventy-fifth (75 th ) day following the end of the Performance Period. As determined by the Committee, the number of Performance Shares, if any, in which the Participant vests (the “ Qualified Performance Shares ”) shall be equal to the sum of (a) the product of (i) the EPS Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the EPS Performance Percentage, plus (b) the product of (i) the RTSR Target Number of Performance Shares (as set forth in the Grant Notice) and (ii) the RTSR Performance Percentage, rounded up to the nearest whole number of Performance Shares. Upon the Regular Vesting Date, the Forfeiture Restriction shall lapse with respect to any Performance Shares that vest in accordance with this Exhibit A. Any Performance Shares that do not become vested in accordance with this Exhibit A (to the extent not previously forfeited pursuant to Section 3 of the Agreement) shall, effective as of the Regular Vesting Date, be forfeited by the Participant without consideration.

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: Upon Change In Control of a Subsidiary . Upon the occurrence of a Change In Control, as defined in Section 2.06, with respect to a subsidiary of Matson, (i) a Participant who is an employee of such subsidiary shall be entitled to the lump-sum equivalent of a Plan Termination Benefit, determined as if the Plan terminated as of the date of the Change In Control, which shall be immediately due and shall be paid within thirty days of the Change In Control, and (ii) there will be no further obligation to pay benefits under this Plan to Participants who are employees of such subsidiary unless the terms of such Change In Control provide, as a prerequisite to the consummation of the Change In Control, that the employer responsibilities under this Plan are to be assumed by the successor organization.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Harris Trust & Sav. Bank v. John Hancock Mut. Life Ins. Co., 302 F.3d 18, 28 (2d Cir.2002) (“The ‘management or disposition’ language ... refers to the common transactions in dealing with a pool of assets [including] selecting investments.”) (quoting Johnson v. Georgia-Pacific Corp., 19 F.3d 1184, 1189 (7th Cir.1994)). Some circuits have held that the exercise of any authority or control — discretionary or not — over management and disposition of plan assets satisfies prong two of subsection (i). See e.g., Leimkuehler v. Am. United Life Ins. Co., 713 F.3d 905, 913 (7th Cir.2013) (“[I]nsofar as ‘management or disposition of assets’ is concerned, there is no separate requirement of discretionary authority or control”) (emphasis added); Briscoe v. Fine, 444 F.3d 478, 493 (6th Cir.2006) (<HOLDING>). These cases may be perceived as being in Options: A. holding that because an erisa plan is not a participant beneficiary or fiduciary subject matter jurisdiction did not exist under 502e of erisa over a suit brought by such a plan B. holding that a party with contractually limited discretion was a functional fiduciary because he possessed and used the power to write checks on the erisa plan account C. holding that a plan sponsor was an erisa fiduciary to the extent that it was vested with and exercised discretionary control D. holding abuse of discretion review is appropriate when erisa plan grants discretion to the plan administrator E. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan

assistant: The best answer is B. holding that a party with contractually limited discretion was a functional fiduciary because he possessed and used the power to write checks on the erisa plan account
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $2,000.00.

assistant: Expenses
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 Loan Parties (A) as of the Closing Date, shall not own directly or indirectly any Subsidiaries other than (i) Domestic Subsidiaries existing on the Closing Date as disclosed on Schedule 6.1.2 and (ii) Foreign Subsidiaries existing on the Closing Date and (B) after the Closing Date shall not (i) form any Foreign Subsidiary, other than with investments as permitted by Section 8.2.4 [ Loans and Investments ], (ii) acquire any Foreign Subsidiary other than as permitted under Section 8.2.4 [ Loans and Investments ] or Section 8.2.6 [ Liquidations, Mergers, Consolidations, Acquisitions ], (iii) acquire any Domestic Subsidiary, other than as permitted under Section 8.2.6 [ Liquidations, Mergers, Consolidations, Acquisitions ] and in full compliance with the provisions of Section 8.1.11 [Additional Guarantors] , or (iv) form any Domestic Subsidiary unless the Loan Parties are in full compliance with the provisions of Section 8.1.11 [Additional Guarantors] .

assistant: Subsidiaries
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 it, Massachusetts law does not provide for prejudgment interest to be included in uninsured motorist arbitration awards. However, as mentioned above, we have specifically held that arbitrators have the authority to award prejudgment interest in excess of policy limits and “that; arbitrators should add prejudgment interest to their awards unless the parties specifically provide otherwise by agreement.” Sentry, 556 A.2d at 1000 (quoting Paola, 461 A.2d at 937) (emphasis added). Thus, we hold that defendant’s argument that the arbitrator- awarded on a matter not submitted to him has no merit. Furthermore, we hold that any argument that defendant makes pursuant to the application of Massachusetts law was waived because it was not submitted to the arbitrator. See Aponik, 844 A.2d at 706 (<HOLDING>). The defendant admitted in the trial court and Options: A. holding defendant liable for attorneys fees when the guaranty contract at issue provided for the payment of collection costs and expenses B. recognizing that an award of temporary attorneys fees and costs is based on an assessment of need and ability to pay as well as the reasonableness of the fees and costs C. holding that the failure to request attorneys fees and costs during arbitration waived any rights provided by the mechanics lien statute D. holding that where the arbitration agreement was silent on feesplitting and the costs imposed upon the plaintiff by the aaa were not prohibitive the plaintiff had presented little evidence to indicate that arbitration would be prohibitively expensive and the fees and costs of arbitration did not render the arbitration scheme unconscionable E. holding that oncors request for the trial judge rather than the jury to determine the reasonableness of its attorneys fees and the failure to submit the question of attorneys fees to the jury resulted in a waiver of oncors claim for the recovery of attorneys fees

assistant: The best answer is C. holding that the failure to request attorneys fees and costs during arbitration waived any rights provided by the mechanics lien statute
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: Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, 250,000 shares of Preferred Stock. The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

assistant: Closings
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, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding (other than Unliquidated Obligations) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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: We anticipate that your first day of employment will be November 30, 2015. This Agreement will be effective as of your actual start date with the Company (the “ Effective Date ”) and will continue through the three (3) year anniversary of the Effective Date (the “ Initial Term Expiration Date ” and such period, the “ Initial Term ”); provided that upon the Initial Term Expiration Date, and each subsequent three (3) year anniversary of such date, if applicable, the term of your employment under this Agreement will automatically by extended by three (3) years (each such extension, an “ Additional Term ”), unless either party hereto provides the other party with written notice as least ninety (90) days before the Initial Term Expiration Date, or such subsequent three (3) year anniversary of such date, if applicable, of such party’s decision not to extend the term of employment under this Agreement any further. Notwithstanding the foregoing provisions of this paragraph, (a) if a Change in Control occurs when there are fewer than twelve (12) months remaining during the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is twelve (12) months following the effective date of the Change in Control, or (b) if an initial occurrence of an act or omission by the Company constituting the grounds for Good Reason (as defined below) has occurred (the “ Initial Grounds ”), and the expiration date of the Company cure period (as such term is used in the Good Reason definition) with respect to such Initial Grounds could occur following the expiration of the Initial Term or an Additional Term, then unless otherwise agreed to by you and the Company in writing, the term of this Agreement will extend automatically through the date that is thirty (30) days following the expiration of such cure period, but such extension of the term shall only apply with respect to the Initial Grounds. If you become entitled to benefits under Section 6(b) during the term of this Agreement, the Agreement will not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied . Notwithstanding the forgoing, your employment under this Agreement may be terminated at any time before or after the Initial Term Expiration Date or during any Additional Term, in accordance with Section 5 below. For avoidance of doubt, the decision by either party not to extend the term of employment under this Agreement will not by itself constitute a termination of employment by the Company without Cause (as defined below) or grounds for your resignation for Good Reason (as defined below), and unless determined otherwise by you or the Company, after such non-renewal, your employment will continue on an at-will basis outside of this Agreement and you will not be eligible for any severance under this Agreement.

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: All rights in and to any and all Options granted pursuant to this Award Agreement, which have not vested as described in Paragraph 2 or 3 above, shall be forfeited upon a determination by the Committee that the Participant engaged in competition with the Company or other conduct contrary to the best interests of the Company in violation of Paragraph 9 below, or otherwise as determined in accordance with this Award Agreement and the Plan. If there is a forfeiture, those Options that are vested and exercisable at the time of such forfeiture may be exercised as set forth in Paragraph 4 and 5 above.

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: facts surrounding the relevant events have been exhaustively developed in the course of discovery. See State Farm Mut. Auto. Ins. Co. v. CPT Med. Servs., P.C., 246 F.R.D. 143, 149 (E.D.N.Y.2007) (granting leave to amend where new claims would not significantly delay resolution of the matter because they arose from the same set of operative facts as the original complaint, and were intertwined with the original claims); see also Perfect Pearl Co., Inc. v. Majestic Pearl & Stone, Inc., No. 10-CV-3998, 889 F.Supp.2d 453, 460-61, 2012 WL 98493, at *6 (S.D.N.Y. Jan. 11, 2012) (granting leave to amend, in part, where no additional discovery was necessary, and litigation would not be delayed); Xpedior Creditor Trust v. Credit Suisse First Bos. (USA) Inc., 399 F.Supp.2d 375, 383 (S.D.N.Y.2005) (<HOLDING>). Allowing Plaintiffs leave to amend would not Options: A. holding that interests of proposed intervenors adequately represented by sec B. holding that because the operative facts of count iii are not substantially altered by the proposed amendments the defendant is not prejudiced by the proposed amendment to count iii C. holding that the fifth amendment right against selfincrimination was not prejudiced by a prior administrative proceeding based on the same facts D. holding that defendant could not complain on appeal that the severed trial of two counts was tried to the same jury on the same day when he moved to sever the counts and then agreed to incorporating evidence from the trial of one count into the trial of the other count E. recognizing an exclusion that stated a claim by the state that the nation is conducting a class iii gaming activity not authorized by this compact is not subject to mandatory arbitration

assistant: The best answer is B. holding that because the operative facts of count iii are not substantially altered by the proposed amendments the defendant is not prejudiced by the proposed amendment to count iii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: underlying the instant offense. United States v. Fitzhugh, 954 F.2d 253, 254 (5th Cir.1992) (quoting U.S.S.G. § 4B1.2 Application Note 1). Therefore, the district court erred by considering testimony as to the weapon’s characteristics to be relevant, but the error was harmless. As noted above, Lipscomb’s single-count indictment, which the district court could consider, alleges that he possessed a sawed-off shotgun. The only remaining question is whether possessing such a weapon, “by its nature, presented a serious potential risk of physical injury.” United States v. Insaulgarat, 378 F.3d 456, 467 (5th Cir.2004). We think that the Sentencing Commission’s commentary to § 4B1.2 answers that for us. Stinson v. United States, 508 U.S. 36, 44-45, 113 S.Ct. 1913, 123 L.Ed.2d 598 (1993) (<HOLDING>). “Unlawfully possessing a firearm described in Options: A. holding that amendments to the sentencing guidelines commentary should be treated as legislative rulemaking due to a unique grant of power from congress B. holding that an agencys interpretation of its own regulations is entitled to deference C. holding that commentary to the guidelines is treated as an agencys interpretation of its own legislative rule D. recognizing the guidelines commentary is authoritative E. holding that commentary accompanying guidelines is binding

assistant: The best answer is C. holding that commentary to the guidelines is treated as an agencys interpretation of its own legislative rule
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: own name. These facts supported the jury’s finding of alter ego. Therefore, the trial court correctly used the jury’s finding of alter ego to hold the Hubbards individually liable for the $17,-981 debt. See Tex.Bus.Corp. Act Ann. art. 2.21(A) (West Supp.1995) (allowing imposition of individual liability under alter ego theory where fraud and direct personal benefit have been shown). B Thrift contends next that the Hub-bards should not recover for interference with prospective business relations and that the district court erred in instructing the jury on the issue because the Hubbards failed to plead that cause of action. A court may instruct the jury on an issue only if the issue has been properly tried by the parties. Neubauer v. City of McAllen, 766 F.2d 1567, 1575 (5th Cir.1985) (<HOLDING>). “The trial court has no duty to give the jury Options: A. holding that failure to raise issue in brief constitutes waiver of appeal of the issue B. holding that failure to try issue made instruction on that issue reversible error C. holding that the failure to raise an issue in the opening brief waives the issue D. holding that failure to raise an issue in an opening brief waives that issue E. holding that in admitting evidence the failure of the trial court to give a limiting instruction sua sponte is not reversible error

assistant: The best answer is B. holding that failure to try issue made instruction on that issue reversible error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of California without reference to its choice of law rules. This Agreement may not be amended, modified or supplemented except by written agreement of the Parties.

assistant: Amendments