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: § 15-5-7, Ala.Code 1975, because the warrant was executed by officers other than those to whom it was directed. The trial court found that this defect in the execution of the warrant required the suppression of the evidence seized at the subject property. “Section 15-5-7 provides: “ ‘A search warrant may be executed by any one of the officers to whom it is directed, but by no other person except in aid of such officer at his request, he being present and acting in its execution.’ “This statute has been strictly construed, and compliance with its formality has been required. See Yeager v. State, 500 So.2d 1260 (Ala.Crim.App.1986); Rivers v. State, 406 So.2d 1021 (Ala.Crim.App.1981), cert. denied, 406 So.2d 1023 (Ala.1981); see, also, United States v. Martin, 600 F.2d 1175 (5th Cir.1979) (<HOLDING>), overruled on other grounds, United States v. Options: A. recognizing that the government generally has the right to insist on performance in strict compliance with the contract specifications B. holding that strict compliance is not required C. holding that notice not required because cercla is a strict liability statute D. holding that strict compliance with the 30180day time limit set forth in krs 4392651 is required E. recognizing that strict compliance with 1557 is required

assistant: The best answer is E. recognizing that strict compliance with 1557 is required
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions hereof, including, without limitation, the right to obtain prepayment of the Principal Amount provided herein, half of the Principal Amount together with all accrued but unpaid interest thereon as of and including the First Maturity Date, if any, shall be due and payable on the First Maturity Date and half of the Principal Amount together with all accrued but unpaid interest thereon as of and including the Final Maturity Date, if any, shall be due and payable on the Final Maturity Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall reimburse the Holders for all reasonable and documented fees and disbursements of Davis Polk & Wardwell LLP, primary counsel to the Holders, and Osler, Hoskin & Harcourt LLP, primary Canadian counsel to the Holders. The Company shall reimburse the Holders for all such costs and expenses (i) on the Closing Date, if incurred prior to the Closing Date, (ii) within 90 days of the Closing Date, if incurred on or after the Closing Date or (iii) within 90 days of the termination of this Agreement if this Agreement is terminated and the Closing does not occur.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: when there 's something important to tell you about a service you use , we 'll send you service notifications to the email associated with your microsoft account or , for skype notifications , your skype account .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: SuckerPunch is in compliance in all material respects with all laws applicable to the Business. SuckerPunch has not received any unresolved written notice of or been charged with the violation of any laws applicable to the Business except where such charge has been resolved. Except as set forth on Schedule 5.13 , there are no pending or, to the knowledge of SuckerPunch, threatened actions or proceedings by any Governmental Authority.

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: Id. at 654. The petition alleged that Pine Oak negligently built the plaintiffs house by, among other things, “constructing] columns that provided inadequate support” and “fail[ing] to properly seal seams.” Id. Pine Oak argued that the complained-of work was performed by subcontractors, triggering the duty to defend. The court held that there was no duty to defend, however, because “[the pleading] alleges that Pine Oak alone is liable for its own actionable conduct.” Id. at 655. Based on Pine Oak Builders, intermediate courts of appeals likewise have limited review to those facts alleged in the petition without speculating as to facts that could have been alleged. See, e.g., AccuFleet, Inc. v. Hartford Fire Ins. Co., 322 S.W.3d 264, 273 (Tex.App.—Houston [1st Dist.] 2009, pet. denied) (<HOLDING>); see also Huffhines v. State Farm Lloyds, 167 Options: A. holding that parties are bound by admissions in pleadings B. holding that it could not disregard the express pleadings alleging negligence by specific parties C. holding that indemnification provision did not expressly state the party was seeking indemnity for its own negligence so as to satisfy express negligence test D. holding petition alleging negligence was a personal action E. holding that district courts could consider ftca claims alleging negligence against va doctors because it would not have any effect on benefits

assistant: The best answer is B. holding that it could not disregard the express pleadings alleging negligence by specific parties
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 the following terms are used in this Restricted Stock Agreement, they shall have the meanings set forth below. Capitalized terms not defined in this Restricted Stock Agreement shall have the meaning set forth in the Plan or the Grant Notice, as applicable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California, at 5:00 a.m. Los Angeles time on the date of this Agreement and substantially simultaneously with the occurrence of the Merger Closing, subject to the satisfaction or waiver of all of the conditions set forth in Article V , or such other time and place as the Company the Holders may agree in writing. The date on which the Closing is to occur is referred to herein as the “ Closing Date ”. Immediately after the Closing, the Company shall cancel the Preferred Shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As between the First Lien Secured Parties, the Applicable Collateral Agent (acting at the direction of the Applicable Authorized Representative), shall have the right (but no obligation) to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral solely to the extent the Applicable Collateral Agent or holders of the Series of First Lien Obligations represented by the Applicable Collateral Agent possess such right in the First Lien Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any dispute or controversy arising under or in connection with this Agreement shall be discussed between the parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding the parties’ good faith efforts, a dispute remains unresolved for a period of 45 days after initial notice from one party to the other of the dispute, the parties shall submit such dispute to arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction over the controversy. The costs of the proceeding shall be paid by the Company. Unless otherwise agreed upon, the place of arbitration proceedings shall be Fulton County, Georgia.

assistant: Arbitration
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 Parent agrees to pay the Executive a base salary (“ Base Salary ”) of $400,000 per annum for the position(s) of Chief Operating Officer and Chief Translational Medicine Officer . Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid in periodic installments in accordance with the Parent’s regular payroll practices. Executive shall, subject to policies and procedures of the Parent’s Board of Directors, be eligible to additional fees for service on the Parent’s Board.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: raised the issue of the constitutionality of Minn.Stat. § 278.03 (2010), which provides for a waiver of the payment of taxes during the pendency of a tax appeal petition upon a showing of hardship in its motion for summary judgment, the parties stipulated on October 28, 2009, to transfer the case to the district court for immediate referral back to the tax court pursuant to Eñe Mining Company v. Commissioner of Revenue, 343 N.W.2d 261, 264 (Minn. 1984). The district court immediately transferred the case back to the tax court, and the tax court did not rule on the constitutional issue. The Minnesota Tax Court does not have jurisdiction to hear the portion of an appeal that challenges the constitutiona see also Ritchie v. City of Green Bay, 215 Wis. 433, 254 N.W. 113, 115 (1934) (<HOLDING>). But see, e.g., People ex rel. Thompson v. St. Options: A. holding that in action by property owner to recover land taken by eminent domain current titleholder to land might be necessary party if district court were to restore land to plaintiff B. holding that a cause of action for damages to property resulting from a permanent nuisance accrues to the owner of the land at the time the injury begins to affect the land and mere transfer of the land by deed does not transfer the claim for damages C. holding that the deed and not the historical description of the land determines what land constitutes the forfeitable property D. holding where exempt organization was in possession of real property under land contract obligating organization to pay the purchase price and use land for exempt purpose the association was the owner of the land within the meaning of the statute E. holding that the owner of the land could not bring a 93a action against a prior owner of the land who was not the seller because there was no business connection between the two parties

assistant: The best answer is D. holding where exempt organization was in possession of real property under land contract obligating organization to pay the purchase price and use land for exempt purpose the association was the owner of the land within the meaning 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 case excerpt and choose the best holding from the options. Case excerpt: United States v. Love, 178 F.3d 1297, 1999 WL 115523, at *6-8 (6th Cir. Feb. 8,1999) (finding no violation when the first three of the four Barker factors weighed in favor of the defendant, but the defendant had not shown any prejudice from the delay). The state court, in short, reasonably applied Barker in Brown’s case. V. For these reasons, we affirm the judgment of the district court. COLE, Circuit Judge, dissenting. Because the state court’s adjudication of Brown’s federal speedy trial claim was contrary to clearly established federal law and de novo review of his claim demonstrates that his Sixth Amendment rights were violated, I respectfully dissent. I. Standard of Review Brown presented to the Ohio Court of Appeals a speedy trial claim, based upon violations of both the O 06) (<HOLDING>). But whether the state court adjudicated Options: A. holding that federal courts presiding over causes of action created by state law should apply state substantive law but federal procedural law B. holding that federal courts should apply state substantive law C. holding that deference is owed to state agencys interpretation of state law D. holding that when presented with petitioners claim based upon state and federal law and the state court confined its analysis to state law aedpa deference does not apply E. holding federal courts are bound by state court determinations of state law

assistant: The best answer is D. holding that when presented with petitioners claim based upon state and federal law and the state court confined its analysis to state law aedpa deference does not apply
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 the face with a bottle. Hogsett, 486 S.W.2d at 731. While denying the employee’s claim because of his willful misconduct, the Court stated as follows: “we are of the opinion the employer has shown the three elements, as deduced from the opinions of this Court, constituting willful misconduct as contemplated by the statute and they are: (1) an intention to do the act, (2) purposeful violation of orders, and (3) an element of perversiveness.” Id. at 733. In formulating the willful misconduct test, the Court drew upon Coleman v. Coker, 321 S.W.2d at 542 (upholding a grant of benefits and observing that willful meant that “regardless of what an employee is told he goes on ‘hellbent for election’ anyhow”), and Brown v. Birmingham Nurseries, 173 Tenn. 343, 117 S.W.2d 739, 740 (1938) (<HOLDING>). In both Coleman and Brown, the Court Options: A. holding affiants statement that certain conduct constituted intentional or willful misconduct by defendant was conelusory because it stated conclusion and did not provide supporting facts B. holding that employers policy which required employee to work without pay in violation of federal law was unreasonable and employees refusal to comply was not misconduct C. holding that an employees purposeful violation of established safety rules despite instruction and warning constituted willful misconduct D. holding that employees conscious decision to spend the day on the internet instead of doing his job despite being chided more than once constituted simple not gross misconduct E. holding that employees conviction for possession of a controlled substance constituted gross misconduct

assistant: The best answer is C. holding that an employees purposeful violation of established safety rules despite instruction and warning constituted willful misconduct
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: activity. Breeden., 532 U.S. at 273, 121 S.Ct. 1508 (reasoning that the EEOC’s issuance of a right-to-sue letter is not a protected activity because the employee takes no part in it). By the plaintiffs own version of events, approximately three to four months elapsed between his attorney’s inquiry and the allegedly retaliatory evaluation. Pl.’s Opp’n at 19. This time gap is too large for the plaintiff to establish the temporal proximity required to show that the allegedly retaliatory action is causally connected to his protected activity. Id. (citing cases holding that a three or four month gap between the plaintiffs protected activity and the defendant’s adverse action was insufficient to establish a prima facie case of retaliation); see also Sullivan-Obst, 300 F.Supp.2d at 94 (<HOLDING>). (5) The Plaintiff Did not Establish a Causal Options: A. holding that the more than three month gap between the plaintiffs eeoc complaint and the allegedly adverse action was insufficient to show causation B. holding that a threeyear gap between the protected activity and the adverse employment action was insufficient to support an inference of causation C. holding more than eightmonth gap between eeoc complaint and retaliatory action suggested a causal relationship D. holding that three and onehalf months between the filing of an eeoc charge and the adverse employment action was insufficient by itself to establish causation E. holding eightmonth gap between eeoc complaint and retaliatory action suggested a causal relationship

assistant: The best answer is A. holding that the more than three month gap between the plaintiffs eeoc complaint and the allegedly adverse action was insufficient to show causation
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 Subordinated Creditor (with respect to Subordinated Debt owing to it) and each Debtor (with respect to Subordinated Debt owed by it) will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Administrative Agent may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Document is a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

assistant: Enforceability
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: special education and daycare at different sites, children who receive both daycare and special education services at the same site are not entitled to transportation under the IDEA as incorporated by Minn.Stat. §§ 123B.88,125A.03(a). This court retains the authority to review de novo questions of law, which arise when an agency decision is based upon the meaning of words in a statute. St. Otto’s Home v. Minn. Dep’t of Human Servs., 437 N.W.2d 35, 39-40 (Minn.1989). A reviewing court is not bound by an agency’s interpretation of a statute. Id. When interpreting Minnesota statutes, “words and phrases are construed according to rules of grammar and according to their common and approved usage.” Minn.Stat. § 645.08(1) (2004). If a statute, construed according 773, 785 (1st Cir.1984) (<HOLDING>), aff'd, 471 U.S. 359, 105 S.Ct. 1996, 85 Options: A. holding that the united states may bring suit against a state to enforce compliance with federal law B. holding that when state educational benefits exceed minimum federal standards the state standards are enforceable through the idea C. holding that congress did not authorize the states to enforce federal law where it gave states regulatory control through enforcement of their own laws D. holding that states may enforce their own laws for disabled children and are not limited to the minimum standards of the federal law E. holding that the rights and duties of the united states on commercial paper which it issues are governed by federal law and that in the absence of an applicable act of congress it is for the federal courts to fashion the governing rule of law according to their own standards

assistant: The best answer is D. holding that states may enforce their own laws for disabled children and are not limited to the minimum standards of the federal 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: to be seized.” U.S. Const. amend. IV. It is well-established that “except in certain carefully defined classes of cases, a search of a private property without proper consent is ‘unreasonable’ unless it has been authorized by a valid search warrant.” Camara v. Mun. Court, 387 U.S. 523, 528-29, 87 S.Ct. 1727, 18 L.Ed.2d 930 (1967). Moreover, in some instances a warrant does exist, but it is so “facially deficient ... that the executing officers cannot reasonably presume it to be valid” and the search must be considered warrantless. United States v. Leon, 468 U.S. 897, 923, 104 S.Ct. 3405, 82 L.Ed.2d 677 (1984). That is precisely the case where a search and seizure is conducted pursuant to an expired writ. See Groh v. Ramirez, 540 U.S. 551, 558-59, 124 S.Ct. 1284, 157 L.Ed.2d 1068 (2004) (<HOLDING>); Wolf-Lillie v. Sonquist, 699 F.2d 864, 870 Options: A. holding unconstitutional a search executed on a warrant that failed to list with particularity the items to be seized even where the supporting application contained such a list and the warrant was approved by a magistrate B. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant C. holding that because evidence supporting search warrant was illegally obtained evidence recovered by executing warrant was fruit of the illegal search D. holding that a warrant lacking a description of items to be seized was not facially invalid and finding in the alternative that even if the warrant were found to be deficient the seized evidence was admissible under the good faith exception E. holding warrant describing items to be seized as a twostory blue house invalid where petitioner did not alert the magistrate to the defect and the court therefore cannot know whether the magistrate was aware of the scope of the search he was authorizing

assistant: The best answer is A. holding unconstitutional a search executed on a warrant that failed to list with particularity the items to be seized even where the supporting application contained such a list and the warrant was approved by a magistrate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 11.4 youtube may terminate its legal agreement with you if : youtube is transitioning to no longer providing the service to users in the country in which you are resident or from which you use the service ; or the provision of the service to you by youtube is , in youtube 's opinion , no longer commercially viable and in the case of each of a and b of this clause 11.4 shall , where possible , give reasonable notice of such termination .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement shall commence on January 1, 2016 and, unless earlier terminated as provided in Section 6 below, shall terminate on January 1, 2019 (the “Current Term”); provided, however, that Sections 4 and 8 (and any enforcement or other procedural provisions hereof affecting Sections 4 and 8) hereof shall survive the termination of this Agreement as provided therein. The Current Term shall automatically be extended for successive six-month periods (each, a “Renewal Term”), unless either party gives the other party at least three months’ prior written notice of non-renewal; provided that, with respect to the first Renewal Term that occurs after a Change-in-Control and would otherwise extend beyond the date that is 18 months after the Change-in-Control, either party may elect for such Renewal Term to end on the date that is 18 months and one day after the Change-in-Control by giving the other party written notice at least three months prior to the scheduled commencement of such Renewal Term. In addition, in the event that Executive has given notice of non-renewal of the term of this Agreement, the Employer, at its sole option and discretion, may nevertheless extend the Current Term or a Renewal Term by ninety (90) days (the “Extension Period”), upon written notice to Executive at least eighty (80) days before the end of the Current Term or such Renewal Term, as applicable. The period of Executive’s employment hereunder consisting of the Current Term, all Renewal Terms, if any, and the Extension Period, if any, is herein referred to as the “Employment Period.” Subject to Section 6 and unless specified otherwise by the party electing not to renew this Agreement, Executive’s employment with the Employer shall terminate immediately after the expiration of the Employment Period. For avoidance of doubt, such termination will not be deemed to occur during the Employment Period and, accordingly, except as set forth in Section 7(f), Executive will not be entitled to receive any payment or benefits under Section 7 as a result of or in connection with such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of this Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Committee, to defend the same at the Company's own expense before he or she undertakes to defend it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights of indemnification.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fleeing and attempting to elude a police officer. Thus, Gillespie’s sentence was properly enhanced pursuant to the ACCA. Gillespie replied that the government could not rely on any of his other prior convictions to classify him as an armed career criminal. The magistrate recommended that the district court deny Gillespie’s § 2255 motion. He concluded Gillespie had three prior convictions that qualified as violent felonies under the ACCA: (1) shooting into a dwelling and a vehicle, (2) armed trespass, and (3) fleeing and attempting to elude an officer. Gillespie had conceded that two of these convictions — shooting into a dwelling and a vehicle and armed trespass — were violent felonies under the ACCA. See Sykes v. United States, 564 U.S. —,—, 131 S.Ct. 2267, 2273, 180 L.Ed.2d 60 (2011) (<HOLDING>). Thus, Gillespie was not entitled to relief Options: A. holding that under indiana law fleeing an officer in a vehicle constitutes a violent felony under begay because the flight must be done knowingly or intentionally B. holding that escape is categorically a violent felony under the acca C. holding fleeing police officers in a vehicle was a violent felony under the acca D. holding massachusetts conviction for larceny from the person constitutes violent felony under the residual clause of the acca E. holding that attempted burglary as defined by florida law is a violent felony under acca

assistant: The best answer is C. holding fleeing police officers in a vehicle was a violent felony under the acca
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 addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby and thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’ s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 17, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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 case excerpt and choose the best holding from the options. Case excerpt: other firms. The trial court ordered production as requested. The First District, in quashing that order, held that the documents were protected by the attorney-client privilege and section 90.502(4)(c) of the Florida Evidence Code, specifically. The court, in Shafnaker, wrote: This exception to attorney-client privilege [section 90.502(4)(e) ] ... excludes otherwise privileged information between the attorney being sued for legal malpractice and the client being sued. The exclusion has been interpreted to be very limited, applying only to the particular transaction which resulted in the malpractice action, and not to any other aspects of the relationship between client and attorney. Procacci v. Seitlin, 497 So.2d 969 (Fla. 3d DCA 1986). See also Reed v. State, 640 So.2d 1094 (Fla.1994)(<HOLDING>).... [W]e cannot accept respondents’ and the Options: A. holding privilege was waived only as to matters specifically at issue in court action B. recognizing privilege C. recognizing federal common law privilege for psychotherapistpatient communications but holding that litigant waived privilege by raising issue as to her psychological state D. holding issue not raised in the bankruptcy court was waived on appeal E. holding an issue not raised in the bankruptcy court was waived on appeal

assistant: The best answer is A. holding privilege was waived only as to matters specifically at issue in court action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Ohio, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Ohio.

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: 4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Further, either party shall be free to use for any purpose the residuals (defined below) resulting from access to or work with Confidential Information disclosed hereunder. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory.

assistant: No
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: were performed. The court concluded that, because the complaint included the dates of specific services that were recorded by the physicians but never were provided, such allegations constituted “more than probable, nigh likely, circumstantial evidence that the doctors’ fraudulent records caused the hospital’s billing system in due course to present fraudulent claims to the Government.” Id. at 192. Accordingly, the court further concluded that it would “stretch the imagination” for the doctors to continually record services that were not provided, but “to deviate from the regular billing track at the last moment so that the recorded, but unprovided, services never get billed.” Id.; see also United States ex rel. Duxbury v. Ortho Biotech Prods., L.P., 579 F.3d 13, 30 (1st Cir.2009) (<HOLDING>). Applying these principles, we hold that when Options: A. holding that health care providers could pursuant to 1983 enforce the boren amendment to the medicaid act B. holding that boren amendment created substantive federal right enforceable by health care providers to reasonable and adequate rates C. holding that 42 usc 1396aa13a which requires states to make reasonable reimbursement to providers was enforceable by the providers pursuant to section 1983 D. holding that the rule does not apply to bar tort claims against service providers E. holding that in scheme alleging kickbacks to health care providers allegations regarding the dates and amounts of the false claims filed by these providers with the medicare program met the standard imposed by rule 9b

assistant: The best answer is E. holding that in scheme alleging kickbacks to health care providers allegations regarding the dates and amounts of the false claims filed by these providers with the medicare program met the standard imposed by rule 9b
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 Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.

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

user: Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. 5. General rights, obligations and miscellaneous.

assistant: Yes
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: if these other types of rehabilitation services fit within the definition of medical services. ABA is a widely accepted therapy that is "firmly supported by decades of research and application and is a well-established treatment modality of autism and other [pervasive developmental disorders].” McHenry, 679 F.Supp.2d at 1237. Based on the text and context of the statute—including the statutory definition of “rehabilitation services” — the Court agrees that ABA therapy fits within the ordinary definition of medical services. Accord Hummel v. Ohio Dep't of Job & Family Servs., 164 Ohio App.3d 776, 844 N.E.2d 360, 366 (2005) (interpreting "medical service” to include ABA therapy under the ordinary definition); KG. ex rel. Garrido v. Dudek, 839 F.Supp.2d 1254, 1276-77 (S.D.Fl. 2011) (<HOLDING>), affirmed in relevant part Garrido v. Dudek, Options: A. holding that aba therapy is a medical service that must be covered under medicaid B. holding that a state medicaid agency can review the medical necessity of treatment prescribed by a doctor on a casebycase basis C. holding that a medicaid recipient who was involuntarily removed from private nursing did not have a private right of action under the medicaid statute against a nursing home D. holding that medical expenses must be proven to be both reasonable and necessary E. holding that 1396aa8 is enforceable by medicaid recipients under 1983

assistant: The best answer is A. holding that aba therapy is a medical service that must be covered under medicaid
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 party shall assign or delegate its rights or obligations under this Agreement or any part of such rights or obligations without the prior written consent of the other parties, and any assignment made without written consent shall be void and of no force or effect.

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 case excerpt and choose the best holding from the options. Case excerpt: proof of actual harm, the evidence here shows R.A. was actually harmed by living in the circumstances provided by Akin after Jordan voluntarily relinquished custody of R.A. to Akin. The trial court found that when Jerry took R.A. to live with him, R.A. was found alone in a residence, in deplorable conditions, with no clothing or personal belongings, covered in feces, w onal trier of fact could have reasonably formed a firm belief or conviction that Jordan knowingly placed and knowingly allowed R.A. to remain in conditions and surroundings that endangered his physical and emotional well-being. Thus, the evidence is factually sufficient to support the trial court’s finding on the section 161.001(1)(D) ground. See Tex. Fam.Code Ann. § 161.001(1)(D); In re J.T., 2009 WL 2077184 at *13 (<HOLDING>). B. Endangering by Engaging in Conduct Options: A. holding evidence that mother allowed child to remain in home in which there was violent conduct as evidenced by fathers physical abuse of mother during her pregnancy was factually sufficient to support termination B. holding that fundamental error occurred in the prosecution of a mother for aggravated manslaughter of her child when the prosecutor commented on the fact that the mother had contemplated having an abortion during the course of her pregnancy with the child C. holding that evidence was sufficient to support trial courts best interest finding where mother allowed child to be in contact with individual who had physically abused her mother was not capable of caring for child on her own mother admitted at trial she had not found stable employment and child was doing well in her current placement D. holding mothers drug use during pregnancy and after child was removed from her care in face of random drug testing that placed her relationship with child at risk was legally and factually sufficient evidence that she engaged in course of conduct which endangered her child E. holding mothers due process rights were not violated when her appointed counsel was allowed to withdraw and hearing was held without mother because the record showed mother did not inform counsel of her whereabouts after moving thereby frustrating counsels efforts to contact her and because mother was properly served with notice of the termination hearing

assistant: The best answer is A. holding evidence that mother allowed child to remain in home in which there was violent conduct as evidenced by fathers physical abuse of mother during her pregnancy was factually sufficient to support termination
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 Settlement Agreement shall be determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way effecting the remaining parts of such provision or the remaining provisions of this Settlement Agreement.

assistant: Severability