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: The specific roles played by each corporate Defendant are also adequately delineated; for example, Transmarketing is alleged to have been a conduit to move funds from Bingham and Tetra to Procida. To borrow from a recent case: Here, the circumstances constituting the fraud — the relationships giving rise to the fiduciary duties owed by [the defendants], the details of the alleged embezzlement, and the concealment — generally are stated with particularity. The complaint alleges, among other things, specific diversions of funds, giving in most eases the approximate dates, amounts and purposes. Thus, Rule 9(b) is satisfied as to the core of the complaint.... Spiro, 876 F.Supp. at 559 (emphasis added); see, e.g., Beth Israel Med. Ctr. v. Smith, 576 F.Supp. 1061, 1070-71 (S.D.N.Y.1983) (<HOLDING>); cf. Carr v. Equistar Offshore, Ltd., No. 94 Options: A. holding defendant waived complaint B. holding that the plaintiffs second complaint did not relate back to her first complaint because her second complaint was not an amendment to her first complaint but rather a separate filing C. holding that the firsttofile rule did not bar complaint involving same defendants where firstfiled complaint did not put government on notice of a separate fraudulent scheme D. holding that failure to identify specific dates and contents of mailings was not fatal to complaint where complaint offered detailed description of defendants overall rico scheme E. holding that a defendants failure to attach process to its notice of removal was not fatal and did not require remand

assistant: The best answer is D. holding that failure to identify specific dates and contents of mailings was not fatal to complaint where complaint offered detailed description of defendants overall rico scheme
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 the Participant incurs a Termination for any reason other than as described in Section 3(b), 3(c) or 3(d) hereof, all unvested PRSUs shall be immediately forfeited on the date of Termination.

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 legal provision and list the applicable contract clause categories. Provision: The date upon which the Executive’s employment with the Company under this Agreement is deemed to be terminated in accordance with any of the provisions of this Section 6 is referred to herein as the “ Termination Date .” With respect to any payment or benefits that would be considered deferred compensation subject to Section 409A (“ Section 409A ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and which are payable upon or following a termination of employment, a termination of employment shall not be deemed to have occurred unless such termination also constitutes a “separation from service” within the meaning of Section 409A and the regulations thereunder (a “ Separation from Service ”), and notwithstanding anything contained herein to the contrary, the date on which a Separation from Service takes place shall be the Termination Date. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the Executive’s designated beneficiary (or, if none, to the Executive’s estate).

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: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to principles of conflict of laws that would result in the application of any law other than that of the State of New Jersey. In construing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: under armour will not be liable for any act , error or omission of any third party , including , without limitation , any which arises out of or is any way connected with an athlete 's attendance , use of or participation in any third-party activities initially discovered , booked or registered for via the services , or the performance or non-performance of any third party in connection with the services .

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 case excerpt and choose the best holding from the options. Case excerpt: (1977), we concluded that it was appropriate to look to employment discrimination decisions of the federal courts when state and federal law run parallel. The Equal Employment Opportunity Commission (EEOC), like the RICHR, is empowered to investigate and resolve charges of employment discrimination, including those charges involving age and disability discrimination. Compare 42 U.S.C. § 2000e-5(a)-(b), and 29 C.F.R. § 1614.105(a) (1999) (granting EEOC investigatory powers over age and disability discrimination claims), with §§ 28-5-7, 28-5-8, 28-5-13(6) (creating RICHR and granting authority to investigate age and disability discrimination claims). Both the federal and state statutory schemes require that a complainant obtain a right-to-sue letter fr F.3d 337, 339-40 (7th Cir.1995) (<HOLDING>); Woods v. Dunlop Tire Corp., 972 F.2d 36, Options: A. holding that age discrimination claim was subject to compulsory arbitration B. holding that age discrimination is not a personal injury tort C. holding disability discrimination claim barred D. holding race and gender discrimination claim barred E. holding age discrimination claim barred

assistant: The best answer is E. holding age discrimination claim barred
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of willfulness may arise from attempts to conceal income or assets, failure to keep books or records, and conducting business largely on cash basis); United States v. Turano, 802 F.2d 10, 12 (1st Cir.1986) (inference of willfulness from tax protest activities); United States v. Shivers, 788 F.2d 1046, 1048 (5th Cir.1986) (inference of willfulness from disregard of notices informing of duty to file); United States v. Ostendorff, 371 F.2d 729, 731 (4th Cir.1967) (allowing inference of willfulness from pattern of failure to file). We find that, taking the evidence in the light most favorable to the government, any rational juror could have found Kotmair guilty beyond a reasonable doubt. Glasser, 315 U.S. at 80, 62 S.Ct. 457; United States v. Saunders, 886 F.2d 56, 60 (4th Cir.1989) (<HOLDING>). Kotmair next argues that the district court Options: A. holding that it is function of trial court to judge witnesses credibility and to weigh conflicting evidence B. holding that in resolving sufficiency of evidence appeals court does not weigh evidence or review credibility of witnesses C. holding that on a motion for summary judgment it is settled that a trial court is not permitted to weigh material conflicting evidence or pass upon the credibility of the witnesses D. holding that a successor judge may consider a motion for new trial in a case tried to the court where she is not required to weigh conflicting evidence or pass upon the credibility of witnesses but can resolve such issues upon evidence which is not materially in conflict E. 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

assistant: The best answer is B. holding that in resolving sufficiency of evidence appeals court does not weigh evidence or review credibility of witnesses
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 sets forth the entire agreement between the Parties and supersedes any prior agreements between the Parties pertaining to the subject matter of this Agreement, except for the following provisions of the Employment Agreement which remain in full force and effect and are incorporated by this reference as though fully set forth herein: (a) Section 5 (“Claw-Back”); (b) Section 9(e) (“Executive’s Equity Awards”); (c) post-employment obligations, terms and conditions set forth in Section 10 (“Restrictive Covenants”); (d) Section 14 (“Litigation and Regulatory Cooperation”); and, (e) any express references to the Employment Agreement (for example, definitions) set forth herein. For purposes of clarification, if Executive violates any of the provisions set forth in Section 10 of the Employment Agreement, such violation will constitute a breach of this Agreement, and shall be subject to the provisions of Section 7 of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting transactions in the Securities. All disclosure furnished by or on behalf of the Company to the Purchasers in connection with this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that neither Purchaser has made nor makes any representations or warranties with respect to the transactions contemplated hereby other than those set forth in Article 4 hereto or in the Purchaser Suitability Questionnaire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any provision of this Employment Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability.

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: a court-ordered urinalysis. Rather, we are confronted with the sentencing judge’s direct question to Washington regarding his drug use. After Mitchell, a number of state appellate decisions have held the sentencing court may consider the defendant’s silence or refusal to answer questions in determining the appropriate sentence. See, e.g., State v. Hernandez, 231 Ariz. 353, 295 P.3d 451, 454 (Ct.App.2013) (noting its agreement “with those jurisdictions that have concluded the Fifth Amendment does not preclude a sentencing court from considering a defendant’s refusal to answer questions about the offense in determining whether he or she is a suitable candidate for probation” and collecting cases from other jurisdictions); State v. Blunt, 118 Wash.App. 1, 71 P.3d 657, 662 & n. 13 (2003) (<HOLDING>). One situation federal and state courts have Options: A. holding that a showing of prejudice is generally required in the context of an ineffectiveassistance claim B. holding that sentencing enhancements and sentencing departures are not synonymous and that a waiver for upward departures imposed by the court does not permit the challenging of sentence enhancements C. recognizing that most courts have generally declined to extend mitchell to prohibit inferences from silence in the context of sentence enhancements that do not involve factual details of the underlying crime and collecting cases D. holding that district courts do not have appellate jurisdiction over state courts E. holding that generally an unsworn statement by counsel is not evidence in the context of a batson hearing

assistant: The best answer is C. recognizing that most courts have generally declined to extend mitchell to prohibit inferences from silence in the context of sentence enhancements that do not involve factual details of the underlying crime and collecting cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where the non-defaulting party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party hereto expressly agrees that it shall not oppose an application by the other party or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining a party from continuing to commit any such breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of Article II, pursuant to the terms of this Agreement, Executive’s employment will continue until September 19, 2018, unless such term is extended pursuant to the following sentence. Executive’s employment will automatically be extended on September 19, 2018 and on each subsequent September 19 for successive one (1) year periods unless Employer or Executive provides notice in writing to the other party at least sixty (60) days prior to the end of any such term that such party does not intend to extend Executive’s employment hereunder for another year.

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: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Consultant shall promptly disclose to the Company or any successor or assign, and grant to the Company or its successors and assigns without any separate remuneration or compensation other than that received by the Consultant in the course of the Consultant’s engagement, the Consultant’s entire right, title and interest in and to any and all inventions, developments, discoveries, models, or business plans or opportunities, or any other intellectual property of any type or nature whatsoever related to the Business or the Products (“ Intellectual Property ”), developed by the Consultant during the period of the Consultant’s engagement by the Company or its affiliates and whether developed by the Consultant during or after business hours, or alone or in connection with others, that is in any way related to the Business of the Company, its successors or assigns. This provision shall not apply to books or articles authored by the Consultant during non-work hours, consistent with the Consultant’s obligations under this Agreement, so long as such books or articles (a) are not funded in whole or in part by the Company, and (b) do not contain any confidential information or Intellectual Property of the Company. The Consultant agrees, at the Company’s expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation or other proceedings involving any such Intellectual Property.

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: This Agreement (including Schedule 1 hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces in its entirety the Employment Agreement dated as of December 22, 2014 between the parties (the “Prior Agreement”), provided that any accrued rights and obligations of the parties thereunder as of the date hereof shall be unaffected by the execution of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any plans or policies of the Company (including the Employee Handbook), the terms of this Agreement shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state, and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Ms. Hummel agrees that she shall be exclusively liable for the payment of all taxes that may be due as the result of any amounts payable pursuant to this Agreement, and she hereby represents that she will make payments of such taxes at the time and in the amount required of her. The Company makes no representations or warranties regarding the tax obligations or liabilities of Ms. Hummel. Ms. Hummel agrees that, if she fails to comply with this Section, she will indemnify fully the Company from and against payment of any taxes, interest, and/or penalties that are required of the Company by any government agency, at any time, as a result of payment of any amounts payable pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each payment by any Credit Party under any Credit Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Credit Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.17), the applicable Recipient receives the amount it would have received had no such withholding been made.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice which either party hereto may be required or permitted to give to the other shall be in writing. Notice may be delivered to the Company personally or by mail, postage prepaid, addressed as follows: General Counsel , Sonic Corp., 300 Johnny Be n ch Drive, Oklahoma City, Oklahoma 73104, or at such other address as the Company, by notice to you, may designate in writing from time to time. Notice to you shall be directed either to your address as shown on the records of the Company or at such other address as you, by notice to the Company, may designate in writing from time to time or to you by a combination of interoffice mail and email.

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: All representations and warranties made hereunder and in any other Loan Paper or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent or any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default or Potential Default at the time of any Loan or L/C Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any L/C shall remain outstanding.

assistant: Warranties
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: could be used by federal appellate courts to weed out frivolous claims and undue delay. Abney, 431 U.S. at 662 n. 8, 97 S.Ct. 2034. Unlike the practical limitations of seeking extraordinary relief from the United States Supreme Court, proceeding by invocation of this court’s original jurisdiction provides a realistic option for review of assertions of former jeopardy. Whether or not a rule is ultimately issued and further proceedings are ordered, the opportunity to petition, and for this court to discretionarily intervene, provides an adequate and effective method of immediate review, without unnecessarily delaying criminal prosecutions. Cf. Bovard v. People, 99 P.3d 585, 593 (Colo.2004); Bill Dreiling Motor Co. v. Court of Appeals, 171 Colo. 448, 452, 468 P.2d 37, 39 (Colo.1970) (<HOLDING>). III. Although the defendant did not have a Options: A. holding that this court will consider a petition for a writ of certiorari only after the court of appeals has overruled the application for rehearing on the point challenged in the petition implying that the decision by the court of criminal appeals must be final before certiorari review would be available B. holding review of district court order imposing sanctions is by application for issuance of a writ of certiorari C. recognizing the right to petition for writ of certiorari as a form of appellate review D. holding that the defendant did not have an appeal as of right or grounds for a commonlaw writ of certiorari to review a trial courts denial of sentencing credits E. holding it is settled that the supreme court may consider questions raised on the first appeal after which the court denied a petition for a writ of certiorari as well as those that were before the court of appeals upon the second appeal after which the court granted a petition for a writ of certiorari internal quotation marks omitted

assistant: The best answer is C. recognizing the right to petition for writ of certiorari as a form of appellate review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Confidential Information and Invention Assignment Agreement previously entered into by and between the Company and Executive and the indemnification agreement previously entered into by and between the Company and Executive represent the entire agreement and understanding between the Company and Executive concerning Executive’s employment relationship with the Company, and supersede and replace any and all prior agreements and understandings concerning Executive’s employment relationship with the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 91 L.Ed. 451 (1947); see Fed.R.Civ.P. 26(b)(3)(A)(ii). “[T]he purpose of the work product privilege is to protect the integrity of the adversary process.” Parrott v. Wilson, 707 F.2d 1262, 1271 (11th Cir.1983); see also Admiral Ins. Co. v. U.S. Dist. Ct., Dist. of Az., 881 F.2d 1486, 1494 (9th Cir.1989) (“The conditional protections afforded by the work-product rule prevent exploitation of a party’s efforts in preparing for litigation.”). Not surprisingly, it does not apply to foster a distortion of the adversary process by protecting illegal actions by an attorney. Because its purpose “is to protect the integrity of the adversary process[,] ... it would be improper to allow an attorney to exploit the privilege for ends that are antithetical to that process.” Parrott, 707 F.2d at 1271 (<HOLDING>) (citing Moody v. I.R.S., 654 F.2d 795, 800 Options: A. holding an attorneys unethical conduct in secretly recording conversations with witnesses vitiated the work product protection as to those recordings B. holding that the party asserting work product protection has the burden of establishing that the doctrine applies C. holding that the burden of proof lies on the party asserting the protection of the work product doctrine D. holding that opinion work product is entitled to nearly absolute protection with limited exceptions E. holding that the protection of the work product rule continues after litigation has terminated

assistant: The best answer is A. holding an attorneys unethical conduct in secretly recording conversations with witnesses vitiated the work product protection as to those recordings
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 shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and, where applicable, good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

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 Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swingline Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender, any Issuing Lender or the Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

assistant: Submission To Jurisdiction
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 afternoon “chopping wood and dismantling a fireplace” was inconsistent with the intoxication defense). Petitioner’s ability to speak intelligibly while allegedly intoxicated also contradicts his intoxication theory. Petitioner’s speech, even after he had consumed all the alcohol that he claims to have consumed, was understandable to both Eggleston and Detective Guevara, as Eggleston was able to repeat Petitioner’s words verbatim at trial, and Guevara testified that Petitioner had explained the details of being robbed by one male and one female on “the footbridge that goes across Little Patuxent Parkway from the waterfront towards the mall.” Such clear, detailed speech is inconsistent with the level of intoxication required to negate a specific intent. See Netter, 79 So.3d at 483 (<HOLDING>). Furthermore, Petitioner’s decision to wear a Options: A. holding that evidence of an addiction does not warrant an instruction on involuntary intoxication B. holding that in a criminal trial the trial court must correct or amend an improper instruction if the proper instruction is necessary for the jury to understand the case C. holding that the evidence did not generate an intoxication instruction because among other things a witness testified that you could understand what the defendant was talking about D. holding that failure to request jury instruction about manner in which evidence was obtained was not error and thus did not constitute ineffective assistance because defendant was not entitled to instruction E. holding prior testimony was admissible where the witness who first testified during a suppression hearing was murdered after he testified where the defendant was represented by counsel who had extensively crossexamined the witness

assistant: The best answer is C. holding that the evidence did not generate an intoxication instruction because among other things a witness testified that you could understand what the defendant was talking about
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: An Employee who exercises his or her SAR or right to surrender his or her Option shall (to the extent consistent with an exemption under Rule 16b-3 and as specified in the related Option Agreement or SAR Agreement) receive a payment in cash or in Stock, or in a combination of cash and Stock, equal in amount on the date such exercise is effected to (i) the number of shares of Stock with respect to which, as applicable, the SAR or the surrender right is exercised times (ii) the excess of the Fair Market Value of a share of Stock on such date over, as applicable, the Exercise Price of the SAR or Option. The Committee acting in its absolute discretion shall determine the form of such payment, and the Committee shall have the right (1) to take into account whatever factors the Committee deems appropriate under the circumstances, including any written request made by the Employee and delivered to the Committee (or to its delegate) and (2) to forfeit an Employee’s right to payment of cash in lieu of a fractional share of Stock if the Committee deems such forfeiture necessary in order for the surrender of his or her Option under this Section 6.7 to come within an exemption under Rule 16b-3. Any cash payment under this Section 6.7 shall be made from First Financial’s general assets, and an Employee shall be no more than a general and unsecured creditor of First Financial with respect to such payment.

assistant: Payments
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 Pledge Agreement and each Pledge Joinder Agreement, together with the Credit Agreement and o ther Loan Documents, constitute and express the entire understanding between the parties hereto with respect to the subje ct matter hereof, and supersede all prior negotiations, agreements and understandings, inducements, commitments or conditions, express or implied, oral or written, except as herein contained. The express terms hereof and of the Pledge Joinder Agreements control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof and thereof. Neither this Pledge Agreement nor any Pledge Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a reverse palming off claim under the Lanham Act is designed to prevent against unfair competition, which looks at the marketing, not the manufacturing of a product. See Donald Frederick Evans & Assoc., Inc. v. Continental Homes, Inc., 785 F.2d 897, 913 (11th Cir.1986) (citing B.H. Bunn Co. v. AAA Replacement Parts Co., 451 F.2d 1254, 1263 (5th Cir.1971)); Smith v. Montoro, 648 F.2d 602, 604 (9th Cir.1981). b. Lanham Act Differs From Trade Secret Law Del Monte’s argument regarding the presence of MD-2 in the public domain confuses the scope of the Lanham Act with that of trade secret protection, which is a product of state law. Articles in the public domain usually are not protected by trade secret law, see Roboserve, Ltd. v. Tom’s Foods, Inc., 940 F.2d 1441, 1454-55 (11th Cir.1991) (<HOLDING>), but, as discussed in the following Options: A. holding that disclosure of trade secret without protection of express confidentiality agreement was not fatal to trade secret protection where disclosure occurred during sale negotiation B. holding that a machine that allegedly eliminated lumps from womens breasts was governed by the ffdca even though the fda did not require the use of such a machine C. holding that printouts from a breath test machine are not hearsay but rather the mechanicallygenerated reports automatically created by the machine they do not constitute outofcourt statements by any person or the conclusion of a third party not before the court internal citations omitted D. holding that state trade secret law could not protect vending machine mechanism where machine was sold to third party E. holding that allegations that injuries were caused by misuse of ekg machine did not fall within waiver provisions of ttca because plaintiff had not made affirmative allegation that ekg machine was incorrectly used or that its results were erroneous and reasoning that misuse of information produced by ekg machine caused injuries rather than device itself

assistant: The best answer is D. holding that state trade secret law could not protect vending machine mechanism where machine was sold to third party
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the relevant Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the relevant Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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: at Sosa’s residence were required to be maintained at the business offices of Acción. Florida Statute Section 319.30(8)(b) requires that “salvage motor vehicle dealers shall keep all certificates of destruction, seller’s affidavits, and all other information required by this section to be recorded or obtained, on file in the offices ... for a period of 3 years from the date of purchase of the items reflected in such certificates of destruction or seller’s affidavits.” Subsection (2) specifically requires that proper certificates of title accompany motor vehicles sold, transported, or delivered to the dealer, and these documents are therefore required to be maintained at the dealer’s business offices pursuant to subsection (8)(b). See Reynolds v. State, 383 So.2d 228 (Fla.1980) (<HOLDING>). Violation of this section is considered a Options: A. holding that a violation of a statute governing the changing of traffic lanes by motor vehicles is negligence as a matter of law B. holding statute requiring dealers to keep records of all motor vehicles acquired as junk is lawful C. holding that a summons directed to the commissioner of motor vehicles was defective process as against a nonresident defendant in an action arising out of operation of a motor vehicle in this state D. holding that the enforcement of a statute against an individual who had been involved in a motor vehicle accident is not an exercise of the states police or regulatory power if the state statute is not a highway safety statute designed to keep incompetent drivers off the road E. holding that no experienced business person would fail to keep all records of financial transactions

assistant: The best answer is B. holding statute requiring dealers to keep records of all motor vehicles acquired as junk is lawful
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: Perez in the middle of the defense’s case-in-chief. This rule does not leave a party without recourse, however, in situations where it is discovered that a juror has committed misconduct. Rule 3.280 requires the trial court to replace, with an alternate, jurors who, “prior to the t . For instance, in Dery, a juror failed to disclose- that she had taken a course that included the study of DNA evidence, and the State’s questions during voir dire required her to disclose this training. Upon learning mid-trial that the juror had taken a seventeen-week course in forensic science, the defense sought to remove her from the jury. The trial court’s refusal to do so was held to be an abuse of discretion. Dery, 68 So.3d at 255; see also Washington v. State, 955 So.2d 1165 (Fla. 1st DCA 2007) (<HOLDING>). We agree with McNeil that the facts of Bigham Options: A. holding that the state could ask leading questions of its witness a codefendant who had entered a plea after witness initially refused to answer questions in violation of her plea agreement B. holding that when the victim calmly responded to questions at the police station with officers often asking leading questions the statements were testimonial C. holding that trial court committed reversible error by removing a juror who despite the courts invitation to ask questions was perceived to be asking too many questions some of which appeared hostile to the state D. holding that questions of procedure are for the arbitrator not the courts E. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction

assistant: The best answer is C. holding that trial court committed reversible error by removing a juror who despite the courts invitation to ask questions was perceived to be asking too many questions some of which appeared hostile to the state
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: had obtained sufficient financing. As such, we find that the financing contingency was not illusory. IV ¶ 34. Under the terms of the contract, GEA was required, among other things, to use its best efforts 1) to ensure GEA did not dispose of its assets to a third party; and 2) to obtain the assignments of GEA's limited partners. Metropolitan alleges that GEA breached its fiduciary duty, duty of good faith, and contractual obligations. Metropolitan also asserts that GEA intentionally interfered with the contractual relationship and intentionally, or at least negligently, made material misrepresentations to Metropolitan. A ¶ 35. Parties to a contract have a duty of good faith to each other. Crown Life Ins. Co. v. LaBonte, 111 Wis. 2d 26, 44, 330 N.W.2d 201 (1983) (citation omitted) (<HOLDING>); Ekstrom v. State, 45 Wis. 2d 218, 222, 172 Options: A. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract B. recognizing the basic principle of contract law that the obligation of good faith is an implied condition in every contract C. recognizing an implied covenant of good faith and fair dealing by all parties in the performance of a contract for the sale of real estate D. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract E. holding that parties to contract have an implied obligation to put forth a good faith effort to fulfill the conditions of the contract

assistant: The best answer is B. recognizing the basic principle of contract law that the obligation of good faith is an implied condition in every contract
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: sentenced ..., does not constitute service of that sentence”). B. Motion for Reduction of Sentence Nancy Melody also appeals the district court’s decision to deny her request for probation in lieu of incarceration. In her motion for reduction of sentence, Nancy Melody admitted that “the time for modifying [her] sentence under Rule 35(b) of the Federal Rules of Criminal Procedure [had] ... elapsed_” See, e.g., United States v. Hill, 826 F.2d 507, 507-08 (7th Cir.1987). Nevertheless, she asserted that the district court had jurisdiction under 18 U.S.C. § 3651 to suspend her sentence and impose probation prior to execution of her sentence. She then argued that her sentence was more severe than that imposed upon her husband and that dramatic changes in her circumstances had o h Cir.1985) (<HOLDING>). However, we need not decide this issue Options: A. holding time limitation on statement of costs is not jurisdictional and late filing is within courts discretion B. holding 1498 to be jurisdictional regardless of defendant type C. holding that rule 35bs time limit is absolute regardless of whether the motion for reduction of sentence is framed under rule 35b or 18 usc 3651 D. holding that a court has authority to order probation under 18 usc 3651 at any time before the defendant is incarcerated regardless of rule 35bs 120day jurisdictional limitation E. holding that the plra only applies to plaintiffs who are incarcerated at the time an action is commenced

assistant: The best answer is D. holding that a court has authority to order probation under 18 usc 3651 at any time before the defendant is incarcerated regardless of rule 35bs 120day jurisdictional limitation
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: skype shall exclusively own all now known or hereafter existing rights to the reports throughout the universe in perpetuity and shall be entitled to use the reports for any purpose whatsoever , commercial or otherwise , without compensation to the provider of the reports .

assistant: None