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: control over all inferior courts” and the “power to issue writs of mandamus.” N.M. Const, art. VI, § 3. DISCUSSION Standards for Reviewing Challenges to Grand Jury Proceedings {12} Challenges arising from grand jury proceedings ordinarily fall into two categories: (1) challenges to the quality or sufficiency of the evidence before the grand jury and (2) structural challenges involving the manner in which the grand jury process has been conducted. See State v. Ulibarri, 1999-NMCA-142, ¶¶ 12-13, 128 N.M. 546, 994 P.2d 1164, aff’d, 2000-NMSC-007, 128 N.M. 686, 997 P.2d 818. {13} A target’s ability to challenge the sufficiency of the evidence before the grand jury generally is limited to the review permitted by statute. See State v. Chance, 1923-NMSC-042, ¶ 8, 29 N.M. 34, 221 P. 183 (<HOLDING>). Under NMSA 1978, Section 31-6-11(A) (2003), Options: A. holding that without transcript of trial proceedings appellate court cannot review underlying evidence so as to conclude that trial courts judgment is not supported by evidence B. holding that district court erred in dismissing the indictment based on sufficiency of evidence C. holding that appellate courts determine the sufficiency of the evidence to support a conviction based on a review of all of the evidence admitted at trial D. holding that courts cannot review the sufficiency of the evidence underlying an indictment unless there is some clear statutory authority to do so E. holding motion to dismiss an indictment pursuant to rule 12b is not a device for a summary trial of the evidence the sole function of this motion is to test the sufficiency of the indictment to charge an offense

assistant: The best answer is D. holding that courts cannot review the sufficiency of the evidence underlying an indictment unless there is some clear statutory authority to do so
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: identified a single case that has extended the policy-based duty of good faith and fair dealing to a person or entity besides the insurer. Nor have Plaintiffs offered any facts showing that they and Carmichael have a special relationship, not rooted in the policy, that would justify placing a duty on Carmichael. Cf. Natividad, 875 S.W.2d at 701 (Gamage, J. dissenting) (making an argument that an adjusting company to which an insurer delegated total control for claims handling had a special relationship with the insureds); William H. McGee & Co., Inc. v. Schick, 792 S.W.2d 513, 521 (Tex.Ct.App.1990), vacated on other grounds, 843 S.W.2d 473 (Tex.1992) (similarly recognizing a special relationship in specific circumstances); Travelers Ins. Co. v. Savio, 706 P.2d 1258, 1272-74 (Colo.1985) (<HOLDING>). The Court recognizes that the rule is often Options: A. recognizing workers compensation insurance carrier owes employee duty of good faith and fair dealing in processing compensation claims B. recognizing a breachofduty action by an employee against a workers compensation carrier even though the carrier issued its policy to the employer C. holding if a workers compensation carrier denies liability for medical expenses of its insured the nofault carrier is bound promptly to pay benefits concerning such expenses under its policy D. holding that a rule requiring an excess carrier to drop down upon the insolvency of the primary carrier would impermissibly shift the risk of the primary carrier to the excess carrier and would require insurance companies to scrutinize one anothers financial stability before issuing secondary policies E. holding that carrier was entitled to intervene as of right where the states workers compensation law permitted subrogation of a compensation carrier

assistant: The best answer is B. recognizing a breachofduty action by an employee against a workers compensation carrier even though the carrier issued its policy to the employer
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: (a) The Borrowers shall pay to the Administrative Agent for the account of the Banks a commitment fee, which shall accrue at the applicable Commitment Fee Rate, as set forth in Section 2.7(f), on the daily unused amount of the Commitment of each Bank during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the date of this Agreement, and upon the date of termination of the Commitments in their entirety. All commitment fees shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

assistant: Fees
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: its discretion in denying the mistrial. See Hawkins, 135 S.W.3d at 77. We overrule Appellant’s fifth issue. Conclusion We affirm the judgment of the trial court. 1 . See Tex. Penal Code Ann. §§ 21.11 (Vernon 2011) & 22.021 (Vernon 2016). 2 . For the purpose of this appeal, we refer to the children using the pseudonyms Alice, Belle, and Cici, rather than using their initials, and their mother as Mother. See Tex. Code Crim. Proc. Ann. art. 57.02(h) (Vernon Supp. 2016). 3 . Belle also testified that on another date, Appellant attempted to kiss- her on the mouth, but she pulled away from him. She did not mention this during her forensic interview. 4 . Parties do not contest the testimonial nature of the forensic examinations. See Woodall v. State, 336 S.W.3d 634, 642 (Tex. Crim. App. 2011) Options: A. holding that hearsay objection does not preserve a confrontation clause challenge B. holding confrontation clause inapplicable at sentencing C. holding that in reviewing confrontation clause challenge appellate courts must first determine whether the confrontation clause is implicated D. holding that hearsay argument for admission of evidence did not preserve confrontation clause challenge on appeal argument could have referred either to rules of evidence or confrontation clause but failed to identify confrontation clause as basis and thus did not put trial court on notice of issue 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 C. holding that in reviewing confrontation clause challenge appellate courts must first determine whether the confrontation clause is implicated
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: payment.” Id. § 24.207(a) (2010). In addition to monetary benefits, the displacing agency must “ensure that the relocation assistance advisory services ... are made available to all persons displaced by such agency.” 42 U.S.C. § 4625(b). Such relocation assistance advisory services include assisting a displaced business to “obtain[ ] and becom[e] established in a suitable replacement location.” Id. § 4625(c)(4); see 49 C.F.R. § 24.205(e)(2)(i) (2010) (requiring advisory programs to include services to help businesses determine their needs and to explain the process of attaining relocation benefits and requiring such services to include “a personal interview with each business” to assess the business’s needs); see generally Delancey v. City of Austin, 570 F.3d 590, 595 (5th Cir.2009) (<HOLDING>). Here, relators became displaced persons on Options: A. holding that section 4625bc does not create a private right of action for money damages B. holding that a private right of action exists C. holding that no private right of action exists D. holding that breach of a duty to seek reassignment for plaintiff did not create a substantive right to money damages E. recognizing private right of action

assistant: The best answer is A. holding that section 4625bc does not create a private right of action for money damages
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: You shall forfeit your right to receive any unpaid Retention Bonus and the Company shall have no further obligation under this Agreement in the event your employment with the Company and its subsidiaries is terminated for any reason (including your death or disability) other than as set forth in Section 2 hereof.

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: parent corporation apparently owned the trust. On that basis, the court concluded that the employer, which also administered the plan, “would feel duty bound to conserve its corporate parents’ funds.” Id. at 1324. In contrast to the situation in Brown, here LTD benefits are paid out of Lumbermens’ assets so that payments to Wangenstein would not have any direct impact on KNS’s operating funds. Even where the party making the benefits determination is the wholly-owned subsidiary of the insurance company responsible for paying the claims, the heightened arbitrary and capricious standard would not apply unless “the plan-payout funding source retains ultimate control over the pay-out decision.” Williams, 373 F.3d at 1136; Buce v. Allianz Life Ins. Co., 247 F.3d 1133, 1141 (11th Cir.2001) (<HOLDING>). Here, not only is there no allegation that Options: A. holding that a heightened arbitrary and capricious standard of review applied to the decision to deny benefits under the erisa plan B. holding that arbitrary and capricious standard applies to section 1132a1b denial ofbenefits claims if the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan C. holding that when applying an arbitrary and capricious standard of review the courts role is to determine whether the plan administrators decision was completely unreasonable D. holding that the heightened arbitrary and capricious standard applies where a plan administrator despite delegating its claim processing duties to a third party exercises the ultimate authority to determine for itself whether payments should be made out of its own assets E. holding that where a company pays plan beneficiaries from its own assets its perpetual conflict with its profitmaking role as a business must shape the application of the arbitrary and capricious standard

assistant: The best answer is D. holding that the heightened arbitrary and capricious standard applies where a plan administrator despite delegating its claim processing duties to a third party exercises the ultimate authority to determine for itself whether payments should be made out of its own assets
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 ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, SUCH LENDER, SUCH ISSUER OR EACH BORROWER IN CONNECTION THEREWITH. THE BORROWERS ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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: All notices, requests and demands to or upon the Administrative Agent or any Subsidiary Guarantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Subsidiary Guarantor at its notice address set forth on Schedule 1.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in SEC Reports, none of the Affiliates, officers or directors of the Company or any Subsidiary and, to the Company’s Knowledge, none of the employees of the Company or any Subsidiary, is presently a party to any transaction with the Company or any Subsidiary or to a presently contemplated transaction (other than for services as employees, officers, and directors) that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in San Francisco County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Northern District of California). Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term and in perpetuity following the Termination Date, Employee shall not make any remarks disparaging the conduct or character of Sheldon G. Adelson, the Company or its Affiliates, subsidiaries and related entities, their agents, employees, officers, directors, successors, or assigns.

assistant: Non-Disparagement
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: requested by a defendant constitutes reversible error only if the instruction: ‘(1) was correct; (2) was not substantially covered by the court’s charge to the jury; and (3) dealt with some point in the trial so important, that failure to give the requested instruction seriously impaired the defendant’s ability to conduct his defense.’ ”. United States v. Lewis, 53 F.3d 29, 32 (4th Cir.1995), quoting United States v. Camejo, 929 F.2d 610, 614 (11th Cir.1991) (internal quotations omitted). Because we find that the instruction did not seriously impair Queen’s ability to defend himself, we need not address whether the instructions satisfied the first two elements of the test articulated in Lewis. Queen’s request for a limitation on the evidence of Hester’s earlier ac Cir.1995) (<HOLDING>); United States v. Bengali, 11 F.3d 1207, 1213 Options: A. holding prior drug deals admissible to prove knowledge of the drug trade B. holding evidence of prior drug use admissible to show motive and the nature of the defendants relationship with coconspirators C. holding trial court improperly instructed jury in trial for possession of cocaine base with intent to distribute that evidence of defendants similar acts of possession was admissible to show motive where motive was not element of crime charged and defendant did not contest motive D. holding other crimes evidence admissible to show motive where motive was put in issue by defense at trial E. holding evidence of defendants prior drug use and heroin addiction admissible to establish defendants motive to commit robbery

assistant: The best answer is B. holding evidence of prior drug use admissible to show motive and the nature of the defendants relationship with coconspirators
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than (i) transactions among U.S. Loan Parties, (ii) transactions among Canadian Loan Parties, (iii) transactions among Subsidiaries that are not Loan Parties, (iv) transactions among U.S. Loan Parties and any other Affiliate so long as such transaction is on terms no less favorable to any such U.S. Loan Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of a Group Member, (v) transactions among Canadian Loan Parties and any other Affiliate (other than a U.S. Loan Party) so long as such transaction is on terms no less favorable to any such Canadian Loan Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of a Group Member and (vi) transactions among Group Members consistent with past practices and made in the ordinary course of business), unless such transaction is (a) permitted by this Agreement or the other Loan Documents and (b) upon fair and reasonable terms materially no less favorable to such Group Member than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of a Group Member; provided that the foregoing restriction in clause (b) shall not apply to: (i) transactions set forth on Schedule 7.10, (ii) issuances by Holdings of awards or grants of equity securities, employment and severance agreements, stock options and stock ownership plans approved by the board of directors, board of managers or similar governing body, as applicable, of any Group Member, (iii) the payment of directors’ fees and reimbursement of actual out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $250,000 in any fiscal year of Holdings, (iv) Restricted Payments permitted by Section 7.6, (v) Investments permitted by Section 7.8(d), (vi) the payment of Transaction Expenses, (vii) transactions between or among the Group Members necessary to consummate the Permitted Reorganization and the Permitted Acquisition Dispositions and (viii) the issuance by the U.S. Borrower of Capital Stock to Holdings.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 293, 922 P.2d 347 (1996). In Touchette, a wile repeatedly flaunted her love affair in front of her husband. Id. at 349. In response, the husband murdered his wife's parents and set fire to the lover's house and office, killing and injuring several more people. Id. at 348-49. The Supreme Court of Hawai'i vacated the trial court's order granting a motion to dismiss, holding that, if the plaintiffs proved their allegations that the wife taunted and humiliated the husband and caused him "to suffer severe and extreme emotional and mental distress and depression," a jury could find the wife negligent under § 302B. Id. at 358. But the allegations in that case were more severe than the uncontested facts in this one. 24 . See Parrilla v. King County, 138 Wash.App. 427, 157 P.3d 879, 886 (2007) (<HOLDING>). 25 . See, e.g., Bendowski v. Quinnipiac Options: A. holding a county owed a duty of care to injured motorists after a bus driver exited his bus with the keys in the ignition and the engine running and left an obviously violent and disturbed individual unsupervised on board B. holding that a landowner owed no duty of care to a contractors employee in the situation posed by the parties C. recognizing that the members of the board of trustees are fiduciaries and therefore have a duty to protect the fund and the interests of all beneficiaries thereof which duty must be exercised with due care diligence and skill in administering the trust D. holding that duty of county and inspector under statute and ordinance to ensure safety of playground equipment at a daycare center was owed to public generally and could not be the basis for a negligence cause of action brought by a parent of an injured child E. holding that a psychiatrist owed a duty to a person foreseeably injured by his patient

assistant: The best answer is A. holding a county owed a duty of care to injured motorists after a bus driver exited his bus with the keys in the ignition and the engine running and left an obviously violent and disturbed individual unsupervised on board
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 amended by this Amendment, the Original Agreement remains in full force and effect. The Original Agreement as amended by this Amendment constitutes the entire understanding among the Company, PTLC, PAG and Memco relative to the subject matter thereof. For preclusion of doubt, this Amendment does not modify or amend any rights or obligations of the Company or any Members, Memco or GECC with respect to events or circumstances arising or existing prior to the Amendment Date, which matters will continue to be governed by the limited liability company agreement of the Company in effect at the applicable time, and does not waive or release any claim of the Company, any Member, Memco, GECC or GE Tennessee with respect to any event or circumstance arising or existing prior to the Amendment Date.

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: Agreement on August 23, 2004 to include the 03-203A issues for simultaneous trial. However, no mention is ever made of a jury trial right again by the defendants until counsel’s feigned surprise on day one of the five-day trial. Because no jury demand was made in adversary proceeding 04-0386A, the court finds no right to a jury trial in this proceeding. Furthermore, even if a jury demand was somehow properly asserted through the 03-203A Answer, the court finds such demand was waived for all of the reasons stated above. Furthermore, Dr. Robert R. Holcomb, a named defendant, has filed a proof of claim against the debtor thereby submitting himself to the bankruptcy claims process and waiving any jury trial rights. Langenkamp v. Culp, 498 U.S. 42, 44, 111 S.Ct. 330, 112 L.Ed.2d 343 (1990), (<HOLDING>). Thus, the court finds no jury trial right, Options: A. holding in regards to an untimely claim that the contracting officer may be deemed to have waived untimeliness by considering the claim on the merits B. holding that state waived its immunity by filing proofs of claim C. holding that a party filing a proof of claim is deemed to have waived a jury trial by placing the dispute into the arena of public rights D. holding that the selection of the jury constitutes part of a public trial E. holding that party waived arbitration by filing multiple lawsuits

assistant: The best answer is C. holding that a party filing a proof of claim is deemed to have waived a jury trial by placing the dispute into the arena of public rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: will violate the law.” Id.; see also United States v. Lanier, 520 U.S. 259, 271, 117 S.Ct. 1219, 137 L.Ed.2d 432 (1997) (“[A] general constitutional rule already identified in the decisional law may apply with obvious clarity to the specific conduct in question, even though the very act in question has not previously been held unlawful.”) (internal quotation and citation omitted). Here, the plaintiffs seek redress for the defendants’ failure to maintain reasonably adequate, non-toxic, and sanitary means to dispose of human waste. The right to “adequate and hygienic means to dispose of [a prisoner’s] bodily wastes” was clearly established at the time of the violation, which began, with respect to Bissonnette and Grelotti, in 1991. Strachan v. Ashe, 548 F.Supp. 1193, 1205 (D.Mass.1982) (<HOLDING>). Although I can find no First Circuit Options: A. holding that clearly established law is construed as supreme court or tenth circuit decisions on point or the clearly established weight of authority from other courts B. holding the right to record police activity on public property was not clearly established C. holding prisoners had no clearly established right to privacy in medical records in 1995 D. holding that clearly established means the contours of the right were so clear at the time the officials acted that a reasonable official would have understood that what he was doing violated that right E. holding in 1982 that the right was clearly established by at least 1979

assistant: The best answer is E. holding in 1982 that the right was clearly established by at least 1979
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect.

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: 611 F.2d at 707; McGuirl v. White, 86 F.3d 1232, 1234 (D.C.Cir.1996); In re El San Juan Hotel, 809 F.2d 151, 155 n. 6 (1st Cir.1987). In this case, the Debtor clearly has standing to object to the Cavalry Claim, because the estate likely will have a surplus after all creditors are paid. The more interesting question is whether the Trustee has standing to respond to the Claim Objection. The Debtor did not raise this issue. Nevertheless, it should be considered because questions of standing are akin to subject matter jurisdiction and must be considered sua sponte. Carto v. Oakley (In re Oakley), 503 B.R. 407, 421 (Bankr.E.D.Pa.2013), citing In re Weaver, 632 F.2d 461, 462, n. 1 (5th Cir.1980) and FW/PBS, Inc., v. City of Dallas, 493 U.S. 215, 230-31, 110 S.Ct. 596, 107 L.Ed.2d 603 (1990) (<HOLDING>). The Bankruptcy Code gives the Trustee the Options: A. holding that a federal court is obliged to determine its own jurisdiction for each case B. holding that federal courts have a virtually unflagging obligation to exercise their subject matter jurisdiction despite the pendency of state court proceedings C. holding that federal courts are under an obligation to examine their own jurisdiction and standing is perhaps the most important of the jurisdiction doctrines D. recognizing federal courts duty to determine matter of its own jurisdiction sua sponte whenever it becomes apparent that jurisdiction may be lacking E. holding court of competent jurisdiction includes federal courts

assistant: The best answer is C. holding that federal courts are under an obligation to examine their own jurisdiction and standing is perhaps the most important of the jurisdiction doctrines
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: Either party may terminate Consultant’s services at any time and for any reason or no reason, upon 5 days written notice. If the Term is less than three (3) months, then the fee set forth in Section 5.1 shall be prorated.

assistant: Terminations
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 for the Governmental Approvals described in Schedule 4.4 , all Governmental Approvals and consents and approvals of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection with the execution and performance of the Loan Documents, the consummation of the other transactions contemplated hereby, shall have been obtained and be in full force and effect.

assistant: Approvals
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 provided in the Section captioned “ Limitation on Recourse ” and subject to the Section captioned “ Assignment and Subletting by Landlord ”, all of the covenants and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. In the event that more than one person, partnership, company, corporation or other entity is included in the term “ Tenant ”, then each such person, partnership, company, corporation or other entity shall be jointly and severally liable for all obligations of Tenant under this Lease.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement (collectively, “ Trading Affiliates ”). Other than disclosures to other Persons party to this Agreement or to such Purchaser’s representatives (including, without limitation, its officers, directors, partners, legal and other advisors, agents and Affiliates), each of whom is bound by a duty of confidentiality to such Purchaser and whom such Purchaser has taken reasonable actions to cause them to maintain such confidentiality, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the second prong of the Lebrón test is not satisfied in this case. The Red Cross Board of Governors consists of fifty persons. 36 U.S.C. § 5. Eight of the governors are appointed by the President of the United States; the remaining forty-two are selected by local Red Cross chapters and by the Board of Governors itself. 36 U.S.C. § 5. The daily affairs of the Red Cross are not controlled by government officials. Irwin Memorial Blood Bank v. American Nat'l Red Cross, 640 F.2d 1051, 1056 (9th Cir. 1981). Because the government has not retained permanent authority to appoint the majority of the Red Cross governing board, the Red Cross is not a government actor under the Lebrón structural analysis of government chartered corporations. See also American Bankers Mortgage, 75 F.3d at 1409 (<HOLDING>). Similarly, the Red Cross cannot be considered Options: A. holding the fourteenth amendment does not apply to the actions of the federal government B. holding that where the government inter alia retains for itself permanent authority to appoint a majority of the directors of a corporation the corporation is part of the government for purposes of the first amendment C. holding that the federal home loan mortgage corp did not meet the government entity test because less than onethird of its directors were appointed by the government D. holding that because the government of puerto rico did not appoint any directors to aeelas board the plaintiffs failed to satisfy the third prong of the lebron test therefore aeela was not a government actor E. holding that the alien was entitled to performance by the government of its promise that the government would not oppose any of his motions for relief from deportation

assistant: The best answer is C. holding that the federal home loan mortgage corp did not meet the government entity test because less than onethird of its directors were appointed by the government
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each surety, guarantor, endorser and other party ever liable for payment of this Agreement or any part hereof jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Agreement, all without prejudice to the Agent. The Agent shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said Indebtedness or other Note Indebtedness, or to release or substitute part or all of the collateral securing this Agreement, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member, action. This Agreement has been duly executed and delivered by each Loan Party, and constitutes, and each other Loan Document to which any Loan Party is party, when executed and delivered by such Loan Party, will constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party, in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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 legal provision and list the applicable contract clause categories. Provision: The issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock were issued in violation of the preemptive or other similar rights of any securityholder of the Company and the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package, or the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, any Terms Agreement or any Alternative Sales Agreement, pursuant to the Company’s 2009 Employee Incentive Plan or exercises of options issued thereunder, pursuant to reservations, agreements or employee benefit plans or pursuant to the exercise of warrants, convertible securities or options referred to in the Registration Statement, the General Disclosure Package, or the Prospectus). The Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is authorized for trading on the Nasdaq Stock Market or listed on another national securities exchange, as such term is used in Section 3 of the 1934 Act (the Nasdaq Stock Market or such other national securities exchange on which the Common Stock is then listed being referred to herein as the “ Principal Market ”), and the Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Release Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Release Agreement; and (iii) the terms and provisions of this Release Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Release Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Loan Parties and their Restricted Subsidiaries own, license or possess the right to use, all of the United States and foreign trademarks, service marks, logos, trade names, domain names, copyrights, patents, patent rights, licenses, trade secrets, proprietary information, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person and no Person infringes upon any rights of any Loan Party or any Subsidiary except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment . The assignee, if it is not a Lender, shall deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

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 legal provision and list the applicable contract clause categories. Provision: (as defined in General Instruction A.1(a)(5) to Registration Statement on Form S-8 under the Securities Act of 1933, as amended) of the Grantee; provided that the Grantee receives no consideration for such transfer and the transferred Option continues to be subject to the same terms and conditions as were applicable to the Option immediately prior to such transfer; and provided , further , that any such transfer shall be effectuated only by a written instrument acceptable to the Committee that is executed and delivered to the Company by the Grantee and the transferee, and consented to by the Company.

assistant: Assignments