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

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Section 2.05, (x) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit issued by the applicable Issuing Bank at such time plus (y) the aggregate Dollar Amount of all LC Disbursements made such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) subject to Section 2.05, the aggregate undrawn Dollar Amount of all outstanding Letters of Credit issued by the Issuing Banks shall not exceed $250,000,000, (iii) no Lender’s Dollar Amount of Revolving Exposure shall exceed its Commitment, (iv) subject to Section 2.05, the Dollar Amount of the Revolving Exposure shall not exceed the Aggregate Commitment and (v) subject to Section 2.05, the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in charge of other state actors who actually committed the violation.” Id. Rather, “the plaintiff must establish a deliberate, intentional act by the supervisor to violate constitutional rights.” Id. at 994-95 (quotations and citations omitted). Mr. Spencer’s filings do not provide a basis for the imposition of supervisor liability. And in the supervisors’ official capacities, Mr. Spencer was required to demonstrate that his injuries were the result of a municipal “policy or custom.” Novitsky v. City of Aurora, 491 F.3d 1244, 1259 (10th Cir.2007) (“A municipality cannot be held liable for its officers’ actions under § 1983 unless those actions were caused by a policy or custom of the municipality.”); Myers v. Okla. County Bd. of County Comm’rs, 151 F.3d 1313, 1316 n. 2 (10th Cir.1998) (<HOLDING>). A “ ‘custom’ ... mean[s] an act that, Options: A. holding that punitive damages are not recoverable against a state official sued in his or her official capacity B. recognizing that suits against municipal officers acting in an official capacity are treated the same as those against a municipality C. holding that a suit against a state official in his or her official capacity is a suit against the state itself and not cognizable under 1983 D. holding that an official capacity suit should be treated as a suit against the entity E. holding that a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the officials office

assistant: The best answer is B. recognizing that suits against municipal officers acting in an official capacity are treated the same as those against a municipality
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: Directly or indirectly, use any portion of the Loan or any portion of the proceeds of the Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti- corruption legislation in other jurisdictions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Id. The Supreme Court recognized the importance of a suspect’s “real understanding” of his rights and his intelligent decision whether to exercise them. Id. at 469. {¶ 23} If custodial interrogation continues in the absence of an attorney after a police officer advises a suspect of his rights, the government bears “a heavy burden” to demonstrate by a preponderance of the evidence that the suspect “knowingly and intelligently waived his privilege against self-incrimination and his right to retained or appointed counsel” before speaking to the police. Miranda at 475, citing Escobedo v. Illinois, 378 U.S. 478, 490, 84 S.Ct. 1758, 12 L.Ed.2d 977 (1964), fn. 14; Connelly, 479 U.S. at 169, 107 S.Ct. 515, 93 L.Ed.2d 473. See also State v. Treesh, 90 Ohio St.3d 460, 470, 739 N.E.2d 749 (2001) (<HOLDING>). A court may not presume a valid waiver either Options: A. holding that district courts findings were not clearly erroneous where there was sufficient evidence that the defendants waiver of his rights was knowing and intelligent B. recognizing requirement of knowing intelligent waiver C. holding that the constitutional right to a sixmember jury may be waived by a knowing and intelligent waiver D. holding that a defendants waiver of the right to testify must be knowing informed and intelligent E. holding a waiver of a substantial constitutional right must be a voluntary knowing and intelligent act

assistant: The best answer is B. recognizing requirement of knowing intelligent waiver
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Barnes was registered as Hebrew Israelite and not Jewish, he was not given kosher meals. Barnes wrote letters and filed a grievance requesting kosher meals, and on June 23, 2004, the Central Office Review Committee granted the grievance, concluding that it was “appropriate” for inmates self-identifying as Hebrew Israelites to be given Kosher meals. Barnes began receiving kosher meals shortly thereafter. Hence, while Barnes was first denied kosher meals in accordance with Southport policy because he had not registered as Jewish, the decision was reversed by central DOCS authorities after Barnes complained. While it was clearly established in 2004 that inmates had the right to a diet consistent with their religious beliefs, see Kahane v. Carlson, 527 F.2d 492, 495-96 (2d Cir.1975) (<HOLDING>); Bass v. Coughlin, 976 F.2d 98, 99 (2d Options: A. holding orthodox jewish inmates are entitled to a kosher diet B. holding orthodox jewish inmate was entitled to kosher meals C. holding that a detention officers alleged negligent conduct of failing to medically screen an inmate who later committed suicide in a holding cell in violation of the police departments policies was not the proximate cause of the inmates death when there was no evidence that the inmate would have been unable to kill himself if he had been medically screened and any claim that the inmate would have presented as suicidal in such screening was purely speculative D. holding that an inmate stated a claim under the due process clause when guards had placed her in a cell with a dangerous inmate E. holding that prison official could not deny inmate kosher meals based on rabbis determination that inmate was not jewish under judaic law

assistant: The best answer is B. holding orthodox jewish inmate was entitled to kosher meals
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 relevant Closing, Seller shall have received , unless waived by Seller, any required consent or approval of any holder of Assumed Debt to be assumed at such Closing and the agreement of such holder to release Seller and Mr. Moore from their obligations, as borrower or guarantor, upon assumption of the Assumed Debt by Buyer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, together with the Employment Agreement (to the extent not amended hereby), represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between the parties.

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 legal provision and list the applicable contract clause categories. Provision: No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: If an Account of any Borrower includes a charge for any Taxes, the Agent is authorized, in its discretion after the occurrence of an Event of Default and during the continuation thereof, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that the Agent shall not be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall have general responsibility for the administration of the Plan (including but not limited to complying with reporting and disclosure requirements, and establishing and maintaining Plan records). In the exercise of its sole and absolute discretion, the Committee shall interpret the Plan’s provisions and determine the eligibility of individuals for benefits.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice or communication given hereunder shall be in writing and shall be deemed given when delivered in person, or by United States mail, at the following addresses: (i) if to the Company, to: Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, NY 10591, Attention: Secretary, and (ii) if to the Recipient, to: the Recipient at Regeneron Pharmaceuticals, Inc., 777 Old Saw Mill River Road, Tarrytown, NY 10591, or, if the Recipient has terminated service with the Company, to the last address for the Recipient indicated in the records of the Company, or such other address as the relevant party shall specify at any time hereafter in accordance with this Section 9.

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: to further his own goals and sexual gratification; (5) divulged confidences to Linda; and (6) disregarded "all indicia of the transference and countertransference phenomena which normally occurs in the course of psychotherapy.” We note, initially, that each of these allegations is based, in part, on an underlying allegation of fraud. The trial judge has permitted the plaintiff to replead a separate fraud count, the allegations of which essentially duplicate the ones above. Fraud is a distinct cause of action in Illinois. To that extent, we do not believe the allegations of fraud are germane to a count alleging professional negligence, be it that of a psychotherapist or a cleric. Cf. Williams v. Chicago Osteopathic Health Systems, 274 Ill. App. 3d 1039, 1048, 654 N.E.2d 613 (1995) (<HOLDING>). Therefore, we address the count for Options: A. recognizing that even when a prisoner files suit under section 1983 alleging medical malpractice against prison medical officials medical malpractice does not become a constitutional violation merely because the victim is a prisoner B. recognizing differing elements and standard of proof between medical malpractice and fraud C. holding that plaintiffs could not sue attorneys for legal malpractice so long as underlying medical malpractice action out of which legal malpractice claim arose was still pending on appeal D. holding that the clear and convincing evidence standard of proof applicable in fraud actions does not apply to the proof of misrepresentations under ors 743612 E. holding the provisions of a comprehensive medical malpractice act unconstitutional

assistant: The best answer is B. recognizing differing elements and standard of proof between medical malpractice and fraud
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 Article 5 hereof, the Parent and its Restricted Subsidiaries shall (i) do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of Parent, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational or constitutional documents (as the same may be amended or replaced from time to time) of the Parent or any such Restricted Subsidiary; (ii) do or cause to be done all things necessary to preserve and keep in full force and effect to preserve, renew, extend, keep in full force and effect the rights (charter and statutory), privileges, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary or desirable in the normal conduct of its business of Parent and its Restricted Subsidiaries; provided that the Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Issuer and the Co-Issuer), if the Parent in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole; and (iii) in accordance with the Bankruptcy Code and subject to any required approval by the Bankruptcy Court, comply with all contractual obligations except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the Parent and its Restricted Subsidiaries shall be permitted to change their organizational form; provided that so long as the Issuer is organized as a partnership or a limited liability company, it will maintain a corporate co-issuer of the Notes that is organized under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof.

assistant: Existence
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 expressly set forth herein, all terms and conditions set forth in the Operating Agreement shall remain in full force and effect pursuant to their terms. In the event of any conflict between the terms of this Third Amendment and the terms of the Operating Agreement, the terms of this Third Amendment shall prevail.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: portion of D-9, and would not submit an amended version, upon the lower court’s request. The defense counsel made this choice without objection. Townsend is therefore proeedurally barred from raising this issue at this point when he did not do so at trial or in his motion for new trial. Davis v. State, 660 So.2d 1228 (Miss.1995); Foster v. State, 639 So.2d 1263 (Miss.1994); Box v. State, 610 So.2d 1148 (Miss.1992). This Court agrees with the trial court’s offer to amend the instruction, which was declined by defense counsel. This Court has found previously that “when contraband is found on premises owned by the Defendant, a presumption of constructive possession arises.” Cunningham v. State, 583 So.2d 960, 962 (Miss.1991); see also Esparaza v. State, 595 So.2d 418, 426 (Miss.1992) (<HOLDING>) (emphasis added). Thus, this Court concludes Options: A. holding evidence insufficient to establish defendant had physical or constructive possession of heroin when no drugs were found on his person and the only drugs discovered on the premises which he shared with the codefendant were secreted out of plain view B. holding that proof of the discovery of illegal drugs in plain view in the presence or two or more joint occupants of the premises is sufficient to support a conviction for constructive possession C. holding evidence insufficient for conviction for possession of controlled dangerous substances when the drugs were not found on the person of or in the same room as the defendant but were only found on other persons on the premises D. holding when drugs are found on premises exclusive control provides significant proof of constructive possession E. holding that the defendants dominion control and knowledge may be inferred if he had exclusive possession of the premises on which the object was found emphasis added

assistant: The best answer is D. holding when drugs are found on premises exclusive control provides significant proof of constructive possession
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 tax returns, reports and declarations relating to the Business or the Purchased Assets (collectively, “Tax Returns”) required by any Governmental Authority to be filed in connection with the properties, business, income, expenses, net worth or franchises of Seller relating to the Business have been timely filed, and all such Tax Returns are correct and complete in all material respects. All governmental taxes, charges or assessments and related deficiencies, interest and penalties (collectively, “Taxes”) due in connection with the Business or the Purchased Assets have been paid, other than Taxes which are not yet due or which, if due, are not yet delinquent, are being contested in good faith or have not been finally determined, and for which reserves have been established on the Acquisition Balance Sheet which are sufficient to cover the payment of all such Taxes. There are no Tax claims, audits or proceedings pending in connection with the Business or the Purchased Assets, and to Seller’s Knowledge there are no such threatened claims, audits or proceedings. There are not currently in force any extensions of time with respect to the dates on which any Tax Return was or is due to be filed by Seller, or any waivers or agreements for the extension of time for the assessment or payment of any Tax. With respect to the Business, Seller has withheld or collected from each payment made to each of the Business Employees (as hereinafter defined) and any other person or entity the amount of all Taxes required to be withheld or collected therefrom and Seller has paid the same when due to the proper Governmental Authorities. To Seller’s Knowledge, within the last three (3) years, no written claim in excess of twenty thousand dollars ($20,000) has been made by a Tax authority in any jurisdiction where Seller does not file a Tax Return that it is, or may be, subject to taxation in such jurisdiction. Seller is not liable for the Taxes of any other person as a transferee, successor, by contract, law, regulation, rule or otherwise or under Treasury Regulation Section 1.1502-6 or any other comparable statute, local or foreign statute, regulation or law. There are no Tax sharing agreements or other similar arrangement (whether written or oral) in effect that include Seller and Seller has no liability to any other person with respect to any previously terminated Tax sharing agreement or similar arrangement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 29 U.S.C. § 1144(a). Under another provision of the act, ERISA benefits provided may not be assigned or alienated. “Each plan shall provide that benefits provided under the plan may not be assigned or alienated.” 29 U.S.C. § 1056(d)(1). The anti-alienation provision extends to both voluntary and involuntary assignments such as garnishments. Commercial Mortgage Ins. Inc. v. Citizens Nat’l Bank of Dallas, 526 F.Supp. 510 (N.D.Tx.1981). In this case, Plaintiff asserts that the Eaton County Circuit Court Order authorizing his pension benefits to be redirected to his prison account violates the anti-alienation provision of ERISA and is therefore preempted. Plaintiffs assertion is not only accurate but also well supported by the courts. Roberts v. Baugh, 986 F.Supp. 1074 (E.D.Mich.1997)(<HOLDING>); State Treasurer v. Abbott, 468 Mich. 143, 660 Options: A. holding that a proper waiver of interest by a nonpartieipant in a plan is not preempted by erisas antialienation provisions B. holding that the scfra provision allowing the state to redirect prisoners pension checks to prison account violated erisas antialienation provision and was therefore preempted by erisa C. holding that fehbas complete preemption provision closely resembles erisas express preemption provision and precedent interpreting the erisa provision thus provides authority for cases involving the fehba provision D. holding that the mvra overrides erisas antialienation provision E. holding that erisas antialienation statute precluded imposition of a constructive trust on pension benefits owed to an individual convicted of embezzlement

assistant: The best answer is B. holding that the scfra provision allowing the state to redirect prisoners pension checks to prison account violated erisas antialienation provision and was therefore preempted by erisa
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: request for information will result in costs over $40.00, to provide cost estimate to requestor identifying and explaining charges to be imposed). Those documents are not the subject of this appeal; the only documents at issue here are those the DA sought to withhold. 34 . Id. § 552.101. 35 . Because we conclude that the DA provided evidence to support the trial court’s determination that there were compelling reasons to withhold the documents from disclosure, we do not reach the DA’s argument that it was not required to show a compelling reason. 36 . 166 S.W.3d 342 (Tex.App.-Fort Worth 2005, no pet.). 37 . Id. at 350. 38 . Id. (‘TTjhe governmental body must ... show that its cl g that logs of inmate correspondence are confidential by constitutional law); Tex. Att'y Gen. ORD-100 (1975) (<HOLDING>). 43 . Tex. Gov’t Code Ann. §§ 552.101, Options: A. holding that portions of library circulation records linking identities of individual patrons to materials accessed by those patrons are confidential by constitutional law B. holding that lists of persons who visited with inmates are exempt from disclosure because information is confidential by constitutional law C. holding that daily reports prepared by agency investigator were not records within a system of records since they were retrievable by the investigators identifier and not accessed by plaintiffs name D. holding records did not qualify as exempt confidential commercial information under exemption 4 because the information was not actually confidential E. holding that during a postriot lockdown refusal of access to main law library is constitutional as long as access to basic law library for initial legal research is permitted

assistant: The best answer is A. holding that portions of library circulation records linking identities of individual patrons to materials accessed by those patrons are confidential by constitutional law
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: case being treated differently from those in which the broker has procured the buyer is that unlike in the latter situation, the seller is not taking the benefit of the broker’s actions. “[T]he contract bound [the seller] to pay the commission if he sold the property during the period of the agency, but did not bind him to make a sale during said period unless a buyer was found by [the broker]. The utmost of his obligation to [the broker] was to allow it to find a purchaser while its agency continued, and thereby earn a commission, or to pay [the broker] a commission not earned by it in the event defendant found a buyer and sold during the period. [The seller] would have been within his rights in refusing to sell until the expiration of the agency.” Mercantile Trust Co., 128 S.W at 23 (<HOLDING>). Lewis and Henry S. Grinde Corp. precluded Options: A. holding that so long as the seller did not have an agreement with the buyer during the term of the listing agreement it was free to delay selling until after the listing agreement had expired even where the delay was for the purpose of escaping the payment of a commission B. holding that even though an agreement was approved by the family court it retained its character as an agreement for purposes of legal analysis C. holding that an agreement on the one side to sell and on the other to buy does not constitute a conspiracy even if the buyer intends to resell the drugs so long as the buyer and seller do not have an agreement to further distribute the drugs D. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement E. holding that when determining whether a delay in prosecution violates a defendants right to a speedy trial courts must consider the length of the delay the reason for the delay whether the defendant asserted his rights and the resulting prejudice to the defendant

assistant: The best answer is A. holding that so long as the seller did not have an agreement with the buyer during the term of the listing agreement it was free to delay selling until after the listing agreement had expired even where the delay was for the purpose of escaping the payment of a commission
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 Section 12 of the Plan, the Committee shall make any adjustments in the number or kind of shares of stock or other securities covered by this Agreement, and other terms and provisions, that the Committee shall determine is equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation or other distribution of assets involving the Company or (c) other transaction or event having an effect similar to any of those referred to in subsection (a) or (b) herein. Moreover, in the event that any transaction or event described or referred to in the immediately preceding sentence, or a Change in Control, shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration (including cash), if any, as the Committee shall determine in good faith to be equitable under the circumstances.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 16 . Id. at 160-61, 84 S.Ct. at 621-22. See note 14 supra. 17 . 5 U.S. 103, 1 Cranch 103 (1801). 18 . Id. at 107, 1 Cranch at 107. 19 . Id. at 110, 1 Cranch at 110. 20 . Id. at 110, 1 Cranch at 110. 21 . See, e. g., United States v. Alabama, 362 U.S. 602, 604, 80 S.Ct. 924, 926, 4 L.Ed.2d 982 (1960) (per curiam) (applying to case pending on appeal Civil Rights Act of 1960 which created cause of action against state); Ziffrin, Inc. v. United States, 318 U.S. 73, 78, 63 S.Ct. 465, 468, 87 L.Ed. 621 (1943) (applying amendment to Interstate Commerce Act enhancing standards required for granting to single carrier both common carrier and contract carrier status to pending permit application process); Hines v. Davidowitz, 312 U.S. 52, 60-62, 61 S.Ct. 399, 400, 401, 85 L.Ed. 581 (1941) (<HOLDING>); Vanderbark v. Owens-Illinois Glass Co., 311 Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding pennsylvania statute regulating subrogation is a law regulating insurance C. holding a state has a substantial interest in regulating the practice of law within the state D. holding that subsequent congressional statute regulating registration of aliens retroactively preempted state law E. holding the state law claims were not preempted

assistant: The best answer is D. holding that subsequent congressional statute regulating registration of aliens retroactively preempted state law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will take reasonable action to cause each of its Restricted Subsidiaries to, comply with all Requirements of Law (including Environmental Laws) with respect to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

assistant: Compliance With 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: counts. Again, the motion was denied. The jury convicted appellant on all charges, and the trial court imposed sentence. Preservation Appellant’s motions for judgment of acquittal did not specifically set forth the ground argued on this appeal — namely, that the confinement of three-year-old Victoria Linn did not constitute a kidnapping since it was merely incidental to the robbery. See Reed v. State, 603 So.2d 69 (Fla. 4th DCA 1992)(explaining that only those grounds raised in a motion for judgment of acquittal are reviewable on appeal). A motion for judgment of acquittal which does no more than generally allege that the State has failed to establish a prima facie case is insufficient to preserve the instant issue for appeal. See Johnson v. State, 478 So.2d 886, 886 (Fla. 3d DCA 1985)(<HOLDING>); Gibbs v. State, 693 So.2d 66 (Fla. 4th DCA Options: A. holding that a general motion for judgment of acquittal which asserted without explanation or argument that the state had failed to prove a prima facie case of the crime charged in the indictment was insufficient to preserve for appeal the specific argument that the state had failed to prove the age of the victim to support a conviction for sexual battery of a child under the age of eleven B. holding that a defendants general objection that the city of mobile failed to make out a prima facie case was sufficient to preserve for appellate review the issue of the citys failure to prove the ordinance C. holding that the offense of sexual battery requires the state prove the victims lack of consent regardless of the victims age and charge the jury on the same D. holding that trial court erred in denying motion for judgment of acquittal when state failed to prove venue E. holding that adea plaintiff had failed to make a prima facie case of age discrimination when he was replaced by someone only two years younger and within the protected age group and there was no other evidence of age discriminatory motive

assistant: The best answer is A. holding that a general motion for judgment of acquittal which asserted without explanation or argument that the state had failed to prove a prima facie case of the crime charged in the indictment was insufficient to preserve for appeal the specific argument that the state had failed to prove the age of the victim to support a conviction for sexual battery of a child under the age of eleven
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares or their value occurs, then the Administrator shall make proportional adjustments to (i) the number and class or kind of Shares that may be delivered under the Plan, (ii) the number, class or kind and price of shares covered by each outstanding Award and Option, and (iii) the numerical limits of Section 6(c). Notwithstanding the foregoing, a regular cash dividend that does not affect the Shares or the value of the Shares shall not result in the proportional adjustment to the Shares, Awards and Options contemplated under the preceding sentence. The determination by the Administrator of the adjustments provided under this Section 14(a) shall be final and binding on the affected Optionee or Awardee and the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Seller Party and Servicer (a) is a corporation, real estate investment trust or limited liability company as specified in this Agreement, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, as specified in this Agreement, (b) has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals, necessary to (i) own its assets and carry on its business as now being or as proposed to be conducted, (ii) with respect to the Seller, acquire, own, sell, assign, pledge and repurchase the Purchased Loans and (iii) with respect to the Servicer, service and administer the Purchased Loan, (c) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Requirements of Law. Seller’s tax identification number is 80-0463416. Seller’s fiscal year is the calendar year. No Seller Party nor Servicer has changed its name within the past twelve (12) months.

assistant: Existence
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: “manner and means” by which the State alleged appellant had committed an offense. “Subject to rare exceptions, an indictment tracking the language of the statute will satisfy constitutional and statutory requirements; the State need not allege facts that are merely evidentiary in nature.” Flores v. State, 33 S.W.3d 907, 918 (Tex.App.-Hous ton [14th Dist.] 2000, pet. refd) (citing State v. Mays, 967 S.W.2d 404, 406 (Tex. Crim.App.1998)). An exception to this rule arises when the statute defines the manner or means through which one can commit an offense using different methods. Id. Where the statute defines manner and means, the indictment must provide notice of the statutory manner or means on which the State will seek to convict the defendant. Id. (citing Edmond, 933 S.W.2d at 128) (<HOLDING>). Section 38.122 does not include the manner Options: A. holding that an indictment charging one offense during the commission of another crime need not allege the elements of the latter offense B. holding that when a term is defined in the statute it need not be further alleged in the indictment C. holding when a statute defines manner or means of committing an offense indictment need not allege matters beyond the language of the statute D. holding although indictment may allege manner and means of committing offense in the conjunctive jury may be charged in the disjunctive and a conviction on any method alleged will be upheld if the evidence supports it E. holding that a found in indictment need not allege all of the elements of entry

assistant: The best answer is C. holding when a statute defines manner or means of committing an offense indictment need not allege matters beyond the language of the 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: MVC has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MVC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of MVC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. No MVC stockholder approvals are required to consummate the transactions contemplated hereby.

assistant: Authorizations
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: line of cases for an expert "to express an opinion as to whether a child was truthful when making statements to the expert about sex abuse," Ramsey, 782 P.2d at 485, defense counsel was objectively deficient in eliciting testimony from Johnson indicating that he believed Daughter's allegations against Marble were truthful. At the core of Marble's argument is the notion that the presumption of adequate assistance is rebutted by a mere showing that defense counsel's acts or omissions amounted to plain error. We disagree. An inquiry into whether counsel was constitutionally ineffective is a separate and distinet inquiry from plain error review, especially where the defendant has conceded that trial counsel invited the alleged errors. See State v. Dumn, 850 P.2d 1201, 1220 (Utah 1998) (<HOLDING>); State v. Bullock, 791 P.2d 155, 159 (Utah Options: A. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel B. holding where defendant challenged jury instruction and also claimed ineffective assistance of counsel based upon his counsels failure to object to instruction because we find no error in the instructions defendants claim for ineffective assistance of counsel must also be rejected C. holding that counsels assistance was not ineffective even though counsel used the wrong version of the federal sentencing guidelines because counsels performance was based upon a reasonable decision to offer a guilty plea in exchange for a lighter sentence D. holding that where counsels decision in leading the court into error falls below the standard of reasonable professional practice we may find that counsel was ineffective E. recognizing in ineffective assistance of counsel claims a presumption that counsels conduct falls within the wide range of reasonable professional assistance

assistant: The best answer is D. holding that where counsels decision in leading the court into error falls below the standard of reasonable professional practice we may find that counsel was ineffective
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 she had anything to do with the drugs other than move them down from the apartment to her car. While de la Cruz-Paulino admitted to helping carry “it” from the apartment to the car, responding to Salazar’s question, “Did you get it down?” with “Of course we did,” there is no evidence that de la Cruz-Paulino saw the packages inside the garbage bags until the time of her arrest. We see no basis for concluding that Díaz-Pérez cut de la Cruz-Paulino in on the drug transaction after soliciting her package-carrying services. Díaz-Pérez had a menial job that de la Cruz-Paulino was willing to do for $40; there was no need for Díaz-Pérez to cut de la Cruz-Paulino into the deal to obtain her package-carrying services. Cf. United, States v. Francomano, 554 F.2d 488, 487 (1st Cir.1977) (<HOLDING>). The jury could not, without engaging in Options: A. holding that no hearing was required where there were written reports supporting defendants competency B. holding that required drug testing of student who had been suspended for fighting was unconstitutional because there was no reasonable suspicion of drug use and no special needs requiring a suspicionless search distinguishing todd and vemonia on their facts C. holding there were no grounds for challenging in a termination proceeding the alleged failure to comply with the ada in the provision of services because services are not required by the termination statute D. holding in the context of a promissory estoppel claim that reasonable businessmen could not have relied on a statement that they had a deal when so many terms of the transaction were up in the air E. holding that there was no basis for a reasonable inference that the defendants were cut in on the drug deal when the record indicated that they were willing to perform the required crewmember services with no special inducement

assistant: The best answer is E. holding that there was no basis for a reasonable inference that the defendants were cut in on the drug deal when the record indicated that they were willing to perform the required crewmember services with no special inducement
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 divisions of this Agreement into Articles and Sections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. All references herein to Articles, Sections or other subdivisions refer to the corresponding Article, Section or other subdivision of this Agreement unless specific reference is made to such articles, sections or other subdivisions of another document or instrument.

assistant: Headings
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 shall be entitled to receive reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

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: Effective as of [__________], 2015 (the “Performance Share Effective Date”), the Company grants to Participant [_______] Performance Shares (the “Target Award”), subject to the terms of the Plan and this Agreement (“Performance Shares”).

assistant: Effective Dates