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

user: Read the legal provision and list the applicable contract clause categories. Provision: On or prior to the Second Restatement Effective Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the projections referred to in Sections 8.05(a) and (c) .

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 case excerpt and choose the best holding from the options. Case excerpt: Assistance of Counsel Issue {42} Defendant argues that his counsel was ineffective for failing to obtain bank records and for failing to locate and call witnesses for the defense. The record and briefs do not indicate that counsel failed to act in any manner that creates a prima facie case for ineffective assistance of counsel. See State v. Dylan J., 2009-NMCA-027, ¶ 37, 145 N.M. 719, 204 P.3d 44 (“We indulge a strong presumption that counsel’s conduct falls within the wide range of reasonable professional assistance; that is, the defendant must overcome the presumption that, under the circumstances, the challenged action might be considered sound trial strategy.” (internal quotation marks and citation omitted)); State v. Martinez, 1996-NMCA-109, ¶ 25, 122 N.M. 476, 927 P.2d 31 (<HOLDING>). B. The Issue of Error in Failing to Grant a Options: A. recognizing that there is a preference for habeas corpus proceedings over remand when the record on appeal does not establish a prima facie case of ineffective assistance of counsel B. holding on appeal from a habeas corpus denial that counsel was not ineffective for failure to file a notice of appeal because of defendants escape C. holding that claims of ineffective assistance of counsel could not be resolved on the facts appearing in the record and that under such circumstances the defendants remedy is to file a petition for habeas corpus D. holding that defendant may raise claim of ineffective assistance of counsel on direct appeal only if ineffective assistance is conclusive from the record E. holding that a claim of ineffective assistance of counsel could not be resolved by the facts in the record and must be pursued in an action for habeas corpus

assistant: The best answer is A. recognizing that there is a preference for habeas corpus proceedings over remand when the record on appeal does not establish a prima facie case of ineffective assistance of counsel
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 Participant acknowledges and agrees that in the performance of the Participant’s duties to the Company during the Participant’s employment with the Company, the Participant shall be brought into frequent contact with existing and potential customers of the Company throughout the world. The Participant also agrees that trade secrets and confidential information of the Company, more fully described in Section 10.8, gained by the Participant during the Participant’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. The Participant further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Participant not compete with the Company during the Participant’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in this Section 10.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in the articles of incorporation or By-laws of Xenith or HoldCo to the contrary, the Executive shall at all times during the Executive’s employment by Xenith or HoldCo, and after such employment, be indemnified by such entities to the fullest extent applicable law permits for any matter in any way relating to the Executive’s affiliation with Xenith or HoldCo, provided, however, that if Xenith or HoldCo shall have terminated the Executive’s employment for Cause, then neither Xenith or HoldCo shall have any obligation whatsoever to indemnify the Executive for any claim arising out of the matter for which the Executive’s employment shall have been terminated for Cause or for any conduct of the Executive not within the scope of the Executive’s duties under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee’s employment with the Company shall begin on January 17, 2011 (“ Commencement Date ”) and shall continue for a period of five (5) years from such date, unless it is terminated earlier in accordance with Article II of this Agreement. The term of this Agreement may be extended upon written agreement by Employee and a designated representative of the Company’s Board of Directors. Notwithstanding the termination of this Agreement for whatever reason, the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to 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: The Parties agree to furnish upon request to each other such further information, to execute and deliver to each other such other documents, and to do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: equitable distribution scheme and residential custody award, finding no abuse of discretion. However, because the final judgment fails to address the issues of alimony and general attorney’s fees and costs, we reverse and direct the court to make those determinations. The parties were married on June 3, 1977. Mrs. Schomburg petitioned for dissolution of marriage in July 2001, and Mr. Schomburg counterpetitioned shortly thereafter. At the time of the filings the parties had been married twenty-four years. Because of the long term of the marriage, there is an initial presumption that permanent alimony is proper. Additionally, the trial court is required to support its alimony decisions with factual findings. § 61.08(1), Fla. Stat. (2001); Milo v. Milo, 718 So.2d 343 (Fla. 2d DCA 1998) (<HOLDING>); Perrin v. Perrin, 795 So.2d 1023 (Fla. 2d DCA Options: A. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case B. recognizing appellate courts must not make fact findings C. holding that it is not an appellate courts function to make findings of fact D. holding failure to make explicit findings of fact and conclusions of law did not preclude meaningful appellate review E. holding that purpose for requiring findings of fact to support an alimony award is to assist appellate court in providing meaningful review

assistant: The best answer is E. holding that purpose for requiring findings of fact to support an alimony award is to assist appellate court in providing meaningful 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 case excerpt and choose the best holding from the options. Case excerpt: (predicting Pennsylvania would hold that an omission or nondisclosure is actionable as a negligent misrepresentation only if there is a duty to speak); Masso v. United Parcel Serv. of Am., Inc., 884 F.Supp. 610, 616 (D.Mass.1995) (silence may be actionable where relationship of the parties creates legal or equitable obligation to communicate all the facts); Matthews v. Kincaid, 746 P.2d 470, 471 (Alaska 1987) (negligent misrepresentation requires either a misrepresentation or omission of a fact where there is a duty to disclose); Alaface v. Nat’l Inv. Co., 181 Ariz. 586, 892 P.2d 1375, 1387 n. 3 (1994) ("Negligent misrepresentation may be by omission or nondisclosure of material facts as well as by overt misrepresentation.”); Binette v. Dyer Library Ass’n, 688 A.2d 898, 903 (Me. 1996) (<HOLDING>); Lane v. Oustalet, 850 So.2d 1143, 1148 Options: A. holding claim based on failure to disclose information to the epa preempted B. holding failure to disclose may constitute supplying false information to support negligent misrepresentation claim where such failure breaches a statutory duty C. holding negligent misrepresentation sufficient D. holding that claims alleging negligent misrepresentation and failure to disclose seek economic damages not property damages within insureds policy E. holding that the furnishing of misleading information cannot support a claim for negligent misrepresentation the information must be false

assistant: The best answer is B. holding failure to disclose may constitute supplying false information to support negligent misrepresentation claim where such failure breaches a statutory duty
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: first factor under Wright, the location of the train, we note the UP 9484 was located on the Diesel Service Track when Johnson’s Engine made contact with it. All the evidence established this was a service area under blue flag protection. This fact was supported by the affidavit and subsequent deposition testimony of Mr. Valley. In addition, Johnson admitted he was told “to put [the engines] in the engine service track.” Moreover, the UP 9484 was not simply located in a service area, it was sitting dead on the track, where it had been since its inspection the day before and had not yet been released for service. These facts alone strongly weigh in favor of finding the UP 9484 was not “in use” at the time of the accident under the first factor in Wright. See Wright, 574 F.3d at 619-22 (<HOLDING>). Considering the second factor under Wright, Options: A. holding evidence which established that use of property was permissive showed use of property was not adverse B. holding use of gps device to track suspect for 65 days was search C. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees D. holding that the amendment was a use regulation which was in effect a condition on the use of property in the affected zone E. holding locomotive was not in use when it was parked on a repair track for inspection was in a blue flag area and had not yet been released for use following the inspection

assistant: The best answer is E. holding locomotive was not in use when it was parked on a repair track for inspection was in a blue flag area and had not yet been released for use following the inspection
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 term or other provision of this Agreement or the Exhibits attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: sexual assault case. “In criminal prosecutions, a man hath a right ... to call for evidence in his favor.” Va. Const., art. I, § 8. “The opportunity to present a complete defense ‘would be an empty one if the State were permitted to exclude competent, reliable evidence bearing on . . . credibility . . . when such evidence is central to the defendant’s claim of innocence’.” Brown v. Commonwealth, 22 Va. App. 316, 322, 469 S.E.2d 90, 93 (1996) (citation omitted). “Combined, the rights to compulsory process, confrontation, and due process give the defendant a constitutional right to present evidence.” Id. at 322, 469 S.E.2d at 93 (citing Neeley v. Commonwealth, 17 Va. App. 349, 356, 437 S.E.2d 721, 725 (1993)). Brown v. Commonwealth, 29 Va. App. 199, 212-13, 510 S.E.2d 751, 757-58 (1999) (<HOLDING>). The right of a defendant to present evidence Options: A. holding that the trial court did not abuse its discretion in refusing to allow the withdrawal of the juiy trial waiver B. holding that trial court erred by failing to compel prosecution to turn over witnesses prior statements relating to their trial testimony C. holding trial court did not err by refusing to allow counsel to question potential jurors on personal exposure to sexual assault and instead asking all jurors a general question about fairness and impartiality in a sexual assault case D. holding that the trial court erred by refusing to instruct the jury on seconddegree sexual abuse which is a lesserincluded offense of firstdegree rape E. holding that the trial court in a sexual assault case erred by refusing to allow evidence of prior testimony by the complainant in an unrelated rape prosecution

assistant: The best answer is E. holding that the trial court in a sexual assault case erred by refusing to allow evidence of prior testimony by the complainant in an unrelated rape prosecution
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: BT argues that the notice obligation set forth in section 11.02(a) of the Merger Agreement was not a condition precedent to CIH’s indemnification obligations, and that CIH cannot be excused from its duty to indemnify BT unless it can show actual prejudice. CIH responds that the notice obligation was a constructive condition creating a dependent obligation with CIH’s duty to indemnify BT. Under New York law, a court will not ordinarily construe a contractual duty as a condition precedent “absent clear language showing that the parties intended to make it a condition.” Unigard Sec. Ins. Co., Inc. v. N. River Ins. Co., 79 N.Y.2d 576, 584 N.Y.S.2d 290, 594 N.E.2d 571, 573 (1992); see, e.g., MHR Capital Partners LP v. Presstek, Inc., 12 N.Y.3d 640, 884 N.Y.S.2d 211, 912 N.E.2d 43, 47 (2009) (<HOLDING>); Erickson Air-Crane Inc. v. E.A.C. Holdings, Options: A. holding that a contract is not effective until the performance of the conditions precedent and that a condition precedent calls for the happening of some event or the performance of some act after the terms of the contract have been agreed on before the contract shall be binding on the parties B. holding that an employment at will agreement is an enforceable contract until terminated by either party C. holding that language in an escrow agreement stating that contract documents were not to be released unless and until a party executed and agreed to a deal on terms outlined in the agreement was an express condition precedent D. holding that a party was not entitled to damages when an agreement clearly designated a provision as a condition precedent and not a promise to perform E. holding that a condition was precedent to performance because the contract language did not explicitly state that it was precedent to formation

assistant: The best answer is C. holding that language in an escrow agreement stating that contract documents were not to be released unless and until a party executed and agreed to a deal on terms outlined in the agreement was an express condition precedent
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: 2Dl.l(c). U.S.S.G.App. C, Amend. 706 (2007). The effect of Amendment 706 is to provide a two-level reduction in base offense levels for certain crack cocaine offenses. See id. The Commission made this amendment retroactively applicable, effective as of March 3, 2008. See TJ.S.S.G.App. C, Amend. 713 (Supp. May 1, 2008) (listing Amendment 706 under U.S.S.G. § lB1.10(c) as a retroactively applicable amendment). In United States v. Moore, 541 F.3d 1323 (11th Cir.2008), petition for cert. filed, (U.S. Nov. 26, 2008) (No. 08-7610), we stated that “[w]here a retroactively applicable guideline amendment reduces a defendant’s base offense level, but does not alter the sentencing range upon which his or her sentence was based, § 3582(c)(2) does not authorize a reduction in sentence.” Id. at 1330 (<HOLDING>). Further, we have affirmed a district court’s Options: A. holding that while amendment 706 was applica ble to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline B. holding that while amendment 706 was applicable to the defendants in question because it reduced their base offense levels a reduction was not authorized because the amendment did not have the effect of lowering their applicable guideline ranges because of the application of the career offender guideline C. holding that the district court lacked authority under 3582c2 to grant a sentencing reduction to defendants who were career offenders sentenced under ussg 4b11 because amendment 706 would not ultimately affect their guideline ranges D. holding that amendment 706 would not affect the guideline ranges for career offenders sentenced under 4b11 E. holding that a defendant whose sentence is based on his status as a career offender under 4b11 is not entitled to 3582c2 relief because amendments 706 and 713 do not lower the applicable guideline range for a career offender

assistant: The best answer is D. holding that amendment 706 would not affect the guideline ranges for career offenders sentenced under 4b11
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that the covenants set forth in Sections 7 and 8 of this Agreement are just, reasonable, and necessary to protect the legitimate business interests of the Employer. Executive further acknowledges that if Executive breaches or threatens to breach any provision of Sections 7 and 8, the Employer’s remedies at law will be inadequate, and the Employer will be irreparably harmed. Accordingly, the Employer shall be entitled to an injunction, both preliminary and permanent, restraining Executive from such breach or threatened breach, such injunctive relief not to preclude the Employer from pursuing all available legal and equitable remedies, and being entitled to all reasonable attorney’s fees and costs incurred in connection with the breach, threatened breach, or any challenge to the enforceability of Sections 7 or 8.

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 case excerpt and choose the best holding from the options. Case excerpt: The Second Circuit has observed that “[a]n explanation for a particular challenge need not necessarily be pigeon-holed as wholly acceptable or wholly unacceptable.” Alvarado II, 923 F.2d at 256. Where the acceptability of the explanation is doubtful, the Batson inquiry is not at an end. United States v. Alvarado, 951 F.2d 22, 26 (2d Cir. 1991) (“Alvarado III ”). In deciding the ultimate issue of discriminatory intent, the judicial officer is entitled to assess each explanation in light of all the other evidence relevant to prosecutorial intent. The officer may think a dubious explanation undermines the bona fides of other explanations or may think that the sound explanations dispel the doubt raised by a questionable one. Id. See also, Howard v. Senkowski 986 F.2d 24, 30 (2d Cir.1993) (<HOLDING>); Alvarado II, 923 F.2d at 256. As discussed Options: A. holding that confrontation clause issues are subject to harmless error analysis B. holding trial errors are subject to a harmless error analysis C. holding evidentiary rulings are subject to harmless error analysis D. holding that batson challenges are subject to dualmotivation analysis E. holding that challenges to an arrest warrant are not jurisdictional

assistant: The best answer is D. holding that batson challenges are subject to dualmotivation analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided , however , that Executive shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations. The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about Executive. Nothing in this Section 5 shall prohibit Executive from (a) testifying in any legal proceeding in which his testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (b) communicating or cooperating with any government agency.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Assembly. First, the statute leaves unclear whether, in a civil action, it protects against all compelled disclosure, regardless of its form, or whether it protects only against compelled testimonial disclosure. Second, the statute inexplicably grants the privilege exclusively to the clergy, regardless of whether the communicant consents to disclosure. See supra note 5. Third, the statute does not address whether the privi-Iege extends to counseling services provided by clergy, for a fee, in cases in which those counseling services differ from secular counseling only by their emphasis on "spiritual” issues, rather than psychopathological issues. Cf. Va. Code Ann. § 8.01-400.2 (Michie 1992) (psychologist-client privilege); Commonwealth v. Cronin, 2 Va.Cir.Ct. 488, 503 (Rich.1855) (<HOLDING>). 8 . As for Food Lion’s argument that Options: A. holding that names and address of private individuals appearing in files within the ambit of exemption 7c are exempt from disclosure B. holding that the catholic church was not within a parishioners household C. holding that the government must provide the party seeking disclosure with a detailed index describing the documents the government claims are exempt from disclosure under foia D. holding that roman catholic priest was exempt from testifying as to what was confessed to him and expressing concern that compelled disclosure would deter individuals from seeking spiritual aid E. holding that where an authorized disclosure is voluntarily made to a nonfederal party whether or not that disclosure is denominated confidential the government waives any claim that the information is exempt from disclosure under the deliberative process privilege

assistant: The best answer is D. holding that roman catholic priest was exempt from testifying as to what was confessed to him and expressing concern that compelled disclosure would deter individuals from seeking spiritual aid
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) Payments Free and Clear of Taxes . Except as otherwise provided in this Section 2.10 , each payment by any the Borrower under any Loan Document shall be made free and clear of Taxes except as required by a Requirement of Law. If any Requirement of Law requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Indemnitee receives an amount equal to the sum it would have received had no such deduction or 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: Without limiting the remedies available to the Investors, the Company acknowledges that any failure by the Company to comply with its obligations under this Section 2 will result in material irreparable injury to the Investors for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Investors may obtain such relief as may be required to specifically enforce the Company’s obligations under this Section 2.

assistant: Specific Performance
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 provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the prior written consent of the Company and each Holder affected thereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: instrument.’ ” Casa Herrera, Inc. v. Beydoun, 32 Cal.4th 336, 343, 9 Cal.Rptr.3d 97, 83 P.3d 497 (Cal.2004). “[T]he rule applies to any type of contract, and its purpose is to make sure that the parties’ final understanding, deliberately expressed in writing, shall not be changed.” Id. at 345, 9 Cal.Rptr.3d 97, 83 P.3d 497 (quotation omitted). The parol evidence rule applies if the following two inquiries are answered affirmatively: “1) was the writing intended to be an integration, i.e., a complete and final expression of the parties’ agreement, precluding any evidence of collateral agreements; and 2) is the agreement susceptible of the meaning contended for by the party offering the evidence?” Wang v. Massey Chevrolet, 97 Cal.App.4th 856, 873, 118 Cal.Rptr.2d 770 (Cal.Ct.App.2002) (<HOLDING>). In the instant case, the Proprietary Options: A. holding that the damage for tenancy at sufferance during the holdover period was the monthly rent under the lease versus the apartments fair market value because the lease contained a provision requiring lease payments beyond the lease term B. holding that former employees of a brokerage firm who had a contractual right to a share of any commission received by the firm upon extension of a lease were not entitled to a share of the commission received when the landlord and tenant entered an amendment to the lease which extended the duration but also added new terms this was a new lease not an extension of the prior lease C. holding that when notice to vacate was insufficient to comply with the terms of the lease lease was not properly terminated before commencement of summary ejectment action D. holding that the lessors interest in the leased property was subject to liens because it was perfectly obvious that the parties knew that the improvements at issue were the pith of the lease and that except for them the lease would not have been executed and because the improvements were essential to the purpose of the lease E. holding that the plaintiffs were not entitled to present testimony that they were induced to enter an automobile lease by promises that they could disregard terms of the lease

assistant: The best answer is E. holding that the plaintiffs were not entitled to present testimony that they were induced to enter an automobile lease by promises that they could disregard terms of the lease
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 the MSPP and the 2005 Plan, which are incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the MSPP and/or the 2005 Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the MSPP and the 2005 Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the 2005 Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the MSPP or the 2005 Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that “an illegitimate interest cannot be legally prejudiced under the first Rule 19(b) factor.” Davis ex rel. Davis v. United States, 343 F.3d 1282, 1291 (10th Cir.2003). The court found that “Plaintiffs’ narrow interpretation of the term ‘legally protected interest’ inappropriately presupposes Plaintiffs’ success on the merits” and that “[sjuch an approach is untenable because it would render the Rule 19 analysis an adjudication on the merits.” Id. (quoting Davis v. United States, 192 F.3d 951, 958 (10th Cir.1999)); see also id. (explaining that “the prejudice inquiry under Rule 19(b) is essentially the same as the inquiry under [superceded] Rule 19(a)(2)(i),” now Rule 19(a)(1)(B), which concerns a party’s “claimed interest”); Republic of Philippines, 553 U.S. at 864, 128 S.Ct. 2180 (<HOLDING>). The Court must “accord proper weight to the Options: A. holding agencies of state government are part of the state for purposes of sovereign immunity B. holding that either the district court or the court of appeals must issue a certificate of appealability on both the merits and the procedural bar before we can consider the merits of a claim that the district court held to be procedurally barred C. holding that once the court of appeals recognized that the claims of the absent parties were not frivolous as part of the rule 19b inquiry it was error for the court of appeals to address them on their merits when the required entities had been granted sovereign immunity and explaining that the courts consideration of the merits was itself an infringement on foreign sovereign immunity D. holding that the sovereign immunity defense may be raised for the first time on appeal E. holding that the alien tort statute itself is not a waiver of sovereign immunity

assistant: The best answer is C. holding that once the court of appeals recognized that the claims of the absent parties were not frivolous as part of the rule 19b inquiry it was error for the court of appeals to address them on their merits when the required entities had been granted sovereign immunity and explaining that the courts consideration of the merits was itself an infringement on foreign sovereign immunity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Tr. refers to the Transcript of Evidence. 2 . The record does not reveal that a case plan was ever entered with respect to Father. As discussed in further detail below there was apparently an informal adjustment whereby Father was provided a parent aide in conjunction with supervised visits with Child. 3 . On motion of the DCS the trial court dismissed the Petition to Terminate Parental Rights with respect to Mother's oldest child, A.S., who was seventeen years of age at the time of the termination hearing and objected to being adopted. Tr. at 7. 4 . Our determination in this regard applies to Father only. Mother did not contest the trial court's judgment and is not a party to this appeal. 5 . See Tipton v. Marion County Dep't. of Pub. Welfare, 629 N.E.2d 1262, 1266 (Ind.Ct.App.1994) (<HOLDING>). 6 . See, eg., Order on Review Hearing dated Options: A. holding that parents are constitutionally entitled to a hearing on parental fitness before children are removed from their custody B. holding that although parents have a fundamental right to the care and custody of their children they have no fundamental right to allocate support to their children as they see fit C. recognizing need for custodial stability and permanency planning for children adjudged dependent or neglected and removed from physical custody of their parents without terminating the parentchild relationship D. holding in termination of fathers rights that evidence was sufficient to support finding children were removed for abuse or neglect when previous decree reflected trial court made findings that children were removed from mother under chapter 262 for abuse or neglect E. holding that although the father did not have physical custody of his children at the time they were removed the children were nonetheless effectively removed from both their parents when they were removed from the physical custody of the mother and placed in another home pursuant to the dispositional decree

assistant: The best answer is E. holding that although the father did not have physical custody of his children at the time they were removed the children were nonetheless effectively removed from both their parents when they were removed from the physical custody of the mother and placed in another home pursuant to the dispositional decree
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: liable when sexual harassment discrimination occurs in the workplace, the employer knows or should know of the harassment, and the employer fails to take “timely and appropriate action.” See Minn.Stat. §§ 363.01, subd. 41(3) (sexual harassment occurs when the employer knows or should know of the existence of the harassment and fails to take timely and appropriate action); 363.03, subd. l(2)(c) (1996) (employer engages in unfair employment practice when it discriminates, because of sex, against person with respect to terms, conditions, or privileges of employment). Additionally, the Minnesota Supreme Court relied on a liberal, remedial interpretation of the MHRA when it first recognized other types of sexual harassment under the Act in the past. See Continental Can, 297 N.W.2d at 248-49 (<HOLDING>); see also Cummings v. Koehnen, 568 N.W.2d 418, Options: A. holding that under edenfield the act should be liberally construed B. holding that coas should be construed liberally C. holding coemployee sexual harassment actionable mhra should be liberally construed D. holding that pleadings under the rico act are to be liberally construed E. holding that pro se pleadings are to be liberally construed

assistant: The best answer is C. holding coemployee sexual harassment actionable mhra should be liberally construed
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: and recognition that if a claimant is unable to procure an expert willing to submit to the formality of an affidavit, then it would be fair to infer that the claimant would not be able to support his or her claim at trial. Moreover, submission of an unsworn and uncertified report offered in satisfaction of the statute would nullify the statute. Current court rules and rules in effect when the Legislature passed the statute require a plaintiff to submit an expert’s report to a defendant requesting it. R. 4:17-4(e). See In re Petition of Hall, supra, 147 N.J. at 392, 688 A.2d 81. It is a fair inference that the Legislature intended the statute to require more than mere compliance with R. 4:17 — 4(e). Cf. Palanque v. Lambert-Woolley, 327 N.J.Super. 158, 163, 742 A.2d 1002 (App.Div.2000) (<HOLDING>) In light of plaintiffs violation of the Options: A. holding if plaintiff does not serve report as to particular defendant trial court must dismiss that defendant from suit B. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea C. holding expert report requirement fulfilled in claim against nurse by providing expert report of nurse as to standard of care and expert report of medical doctor as to causation D. holding that the fact that plaintiff had an expert report in her o possession before filing suit does not satisfy the statute E. holding that an expert that had provided consulting services to the defendant relating to the litigation was not precluded from serving as an expert for the plaintiff

assistant: The best answer is D. holding that the fact that plaintiff had an expert report in her o possession before filing suit does not satisfy the statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK AND WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES THAT MIGHT LEAD TO THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

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 case excerpt and choose the best holding from the options. Case excerpt: had already been made” before the employee took FMLA leave. Cf. 676 F.3d at 959. Even though TWI provided evidence that might persuade a jury to conclude that Janczak’s leave ultimately played no role in his termination, the grant of summary judgment prematurely took that determination from the jury. See Brown, 700 F.3d at 1227 (observing that “sum-' mary judgment for the employer is warranted only when there is no genuine dispute as to any material fact regarding the grounds for termination,” and that “the question ... is not whether a reasonable jury could find in favor of [the employer], but rather whether the evidence is so one-sided that submission to a jury is not required”); see also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) (<HOLDING>); Bullington v. United Air Lines, Inc., 186 Options: A. holding that where the new york times clear and convincing evidence requirement applies the summary judgment inquiry will be whether the evidence presented is such that a jury applying that evidentiary standard could reasonably find for either plaintiff or defendant B. holding that summary judgment is unwarranted if the evidence is such that a reasonable jury could return a verdict for the nonmoving party C. holding that in deciding whether to grant summary judgment the judge must ask himself not whether he thinks the evidence unmistakably favors one side or the other but whether a fairminded jury could return a verdict for the plaintiff on the evidence presented D. holding that at the summary judgment stage there must be sufficient evidence on which the jury could find for the plaintiff E. holding that when determining prejudice under the objective test relevant considerations include 1 whether the extrinsic evidence was received by the jury and the manner in which it was received 2 whether it was available to the jury for a lengthy period of time 3 whether it was discussed and considered extensively by the jury 4 whether it was introduced before a jury verdict was reached and if so at what point during the deliberations and 5 whether it was reasonably likely to affect the verdict considering the strength of the governments case and whether the governments case outweighed any possible prejudice caused by the extrinsic evidence

assistant: The best answer is C. holding that in deciding whether to grant summary judgment the judge must ask himself not whether he thinks the evidence unmistakably favors one side or the other but whether a fairminded jury could return a verdict for the plaintiff on the evidence presented
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that is the basis for the forfeiture action. Actual serial numbers or other detailed descriptions are not required. “b. It shall not be a defense that the property involved in such an action has been removed and replaced by identical property.” Moreover, the United States Court of Appeals for the Third Circuit addressed the issue of possession of cash that is converted into a cashier’s check for the purposes of forfeiture. United States v. Thomas, 319 F.3d 640 (3d Cir.2003). The Third Circuit Court of Appeals adopted the approach of other federal circuits, holding that conversion of cash into a fungible surrogate such as a cashier’s check does not undermine in rem jurisdiction for the purposes of forfeiture. Id. at 644. See Madewell v. Downs, 68 F.3d 1030, 1042 n. 14 (8th Cir.1995) (<HOLDING>); and United States v. $46,588 in United States Options: A. holding that deposits of forged checks exposed banks to risk of loss even though they recovered the funds B. holding that when regulations are intended to have different purposes and are not dependent on each other they are not intertwined C. holding a contract is bilateral where it contains mutual promises made in exchange for each other by each of the two contracting parties D. holding that assertions of privilege must normally be raised as to each record sought and each question asked so that the court can rule with specificity E. holding that currency cashiers checks and bank deposits are simply surrogates for each other and in modern society are cer tainly regarded as fungible when the question is ownership of the funds each represents

assistant: The best answer is E. holding that currency cashiers checks and bank deposits are simply surrogates for each other and in modern society are cer tainly regarded as fungible when the question is ownership of the funds each represents