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: During the Term, the Chairman shall have such duties, authorities and responsibilities as are consistent with his position and shall commit such time as is reasonably necessary to fulfill such duties and responsibilities. The Chairman shall be reasonably available to the Chief Executive Officer and other members of management of the Company as needed. The Chairman shall also attend meetings of the Board and any other Subsidiary Boards to which he is appointed (whether in person or by means of conference telephone or other communications equipment).

assistant: Duties
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: Reform Act (PLRA), prisoners are required to exhaust their administrative remedies before initiating an action to vindicate federally protected rights. See 42 U.S.C. § 1997e(a) (“No action shall be brought with respect to prison conditions under section 1983 of this title, or any other Federal law, by a prisoner confined in any jail, prison, or other correctional facility until such administrative remedies as are available are exhausted.”). The.exhaustion requirement applies to all claims, including those alleging excessive force. Porter v. Nussle, 534 U.S. 516, 532, 122 S.Ct. 983, 152 L.Ed.2d 12 (2002). Brosh contends he should be excused from the exhaustion requirement because his administrative remedies were unavailable. See Tuckel v. Grover, 660 F.3d 1249, 1252 (10th Cir.2011) (<HOLDING>). He says he was intimidated from filing a Options: A. holding that the electronic submission of information across state lines qualifies as in or affecting interstate commerce internal quotation marks and brackets omitted B. holding that involuntary transport to a police station for questioning is sufficiently like arrest to invoke the traditional rule that arrests may constitutionally be made only on probable cause internal quotation marks and brackets omitted C. holding that if and when abuse does occur it is well within the supervisory powers of the courts of appeals to establish summary procedures and calendars to weed out frivolous claims brackets and internal quotation marks omitted D. recognizing probable cause as complete defense to a claim of malicious prosecution in new york internal quotation marks and brackets omitted E. holding that exhaustion requirement may be excused and remedies deemed unavailable when prison officials prevent thwart or hinder a prisoners efforts to avail himself of the administrative remedy brackets and internal quotation marks omitted

assistant: The best answer is E. holding that exhaustion requirement may be excused and remedies deemed unavailable when prison officials prevent thwart or hinder a prisoners efforts to avail himself of the administrative remedy brackets and internal quotation marks omitted
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: enable access to the services or modify any microsoft-authorized device ( e.g. , xbox one , xbox 360 , microsoft surface , etc. ) by unauthorized third-party applications .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof: (a) there is no Action (except for any Actions commenced by Persons or Governmental Authorities that could not reasonably be expected to result in a liability or loss to the Acquired Companies of more than $100,000 individually or in the aggregate, after giving effect to any amounts reasonably expected to be recovered) pending or, to the Knowledge of the Company, threatened against any of the Acquired Companies; (b) there is no Action pending or, to the Knowledge of the Company, threatened against any of the Acquired Companies seeking to prevent, hinder, modify, delay or challenge the transactions contemplated by this Agreement or the Ancillary Agreements; and (c) there is no outstanding order, writ, judgment, injunction, decree, determination or award of, or pending or, to the Knowledge of the Company, threatened investigation by, any Governmental Authority relating to any of the Acquired Companies, any of their respective properties or assets or the transactions contemplated by this Agreement or the Ancillary Agreements.

assistant: Litigations
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 may assign this Agreement to any successor in interest to its business, or to any subsidiary of the Company, and Executive hereby agrees to be employed by such assignee as though such assignee were originally the employer named herein. Executive hereby acknowledges that the services to be rendered by Executive are unique and personal, and, accordingly, Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contract. Additionally, under SES’s subcontract, SES declared that “it ha[d] investigated all pertinent conditions relative to the performance of the work contained in this Agreement, knowing the character, quantities and sources of materials to be used in performing the work, [and] the labor conditions prevalent in the area in which the work is to be performed.” SES does not seek the difference between the 00812 rate and the 00813 rate as damages. Cf. Morrison-Hardeman-Perini-Leavell v. United States, 183 Ct.Cl. 938, 392 F.2d 988, 997 (1968) (noting that contractor can recover against government, where government directed contractor to pay, both retroactively and in future, new higher minimum prevailin Servs., L.P., 317 S.W.3d 431, 456 (Tex.App.-Houston [1st Dist.] 2010, pet. filed) (<HOLDING>). We reject SES’s reliance on these cases. Options: A. recognizing a defense immunizing federal contractors from liability where the contractor has conformed its behavior to precise government specifications and if necessary has warned the government of risks posed by those specifications B. holding that where owner and contractor frequently discussed progress of construction project and advancement of money by owner to contractor and contractor misappropriated some of the money debt was not excepted from discharge under bankruptcy code 523a2 because owner did not show that contractor had intent not to perform when the agreement was made C. holding that contractor was not precluded from recovering damages against owner for defective specifications stated in contract notwithstanding lumpsum and prebid investigation provisions in contract because owner made positive assurances concerning reliability of said specifications D. holding that the government could not charge contractor excess cost of relet contract where the governments specifications were impossible to meet government changed the specifications but did not change the price to be paid original contractor refused to perform and new contractor was paid more to meet new specifications E. holding original contractor not liable for additional cost of relet contract where significant changes were made to the construction specifications

assistant: The best answer is C. holding that contractor was not precluded from recovering damages against owner for defective specifications stated in contract notwithstanding lumpsum and prebid investigation provisions in contract because owner made positive assurances concerning reliability of said specifications
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Subordinated Notes along with the Exhibits hereto and thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or in the Subordinated Notes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty made by any Credit Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not materially misleading in light of the circumstances under which the statements were made; provided that (a) with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time in light of conditions and facts then known; it being understood that (i) such projections are subject to significant uncertainties and contingencies, many of which are beyond the Parent Guarantor’s control, and (ii) actual results may vary from such projections and that such variances may be material and (b) no representation is made with respect to information of an industry specific or general economic nature. There is no fact known to any Credit Party or which reasonably should be known to such Credit Party which such Credit Party has not disclosed to the Lenders in writing with respect to the Transactions which could reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: considered by the grand jury. See id. The only time an indictment must descend to particulars is when the definition of an offense includes generic terms. See United States v. Pirro, 212 F.3d 86, 93 (2d Cir.2000). Indictments do not have to set forth evidence or details of how a crime was committed. See, e.g., United States v. Carrier, 672 F.2d 300, 303-04 (2d Cir. 1982). The validity of an indictment is tested by its allegations, not by whether the government can prove its case. See Costello v. United States, 350 U.S. 359, 363, 76 S.Ct. 406, 100 L.Ed. 397 (1956). Thus, a technically sufficient indictment “is not subject to dismissal on the basis of factual questions, the resolution of which must await trial.” See, e.g., United States v. Alfonso, 143 F.3d 772, 776-77 (2d Cir. 1998) (<HOLDING>); United States v. Paccione, 738 F.Supp. 691, Options: A. 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 B. holding that the trial court erred by dismissing the plaintiffs defamation claim C. holding that the district court erred in summarily dismissing a 1983 complaint that should have been brought as a habeas petition D. holding that district court erred in dismissing the indictment based on sufficiency of evidence E. holding that court erred in dismissing minors claims with prejudice absent a hearing

assistant: The best answer is D. holding that district court erred in dismissing the indictment based on sufficiency of evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: its August 13, 2015 order and will grant Home’s motion for reconsideration as to Plaintiffs FCEUA claim. ECF No. 271 n.2. In the same Order, the Court denied Plaintiffs motion for reconsideration, explaining: In his motion, Plaintiff takes issue with the Court’s reversal of summary judgment as to his claims under [the UTPCPL]. Specifically, Plaintiff argues that Defendant Home’s withholding of the security deposit was taken against the improper thirty-day notice fee and, alternatively, that he had other losses that would satisfy the “ascertainable loss” requirement under the UTPCPL. Plaintiffs arguments fail, for two reasons. First, the security deposit question was already decided when the Court dismissed the security deposit claim from the case. See Jarzyna [II, 114 F.Supp.3d at 277] (<HOLDING>). Second, Plaintiff by his ascertainable loss Options: A. holding that plaintiffs security deposit was not improperly withheld when home applied the deposit amount to rent in arrears B. holding that a trustees interest in letter of credit proceeds acting as a security deposit is property of the estate C. holding that although a financing statement may be used to assist in the interpretation of the security agreement the financing statement does not create a security interest and cannot extend a security interest beyond what has been unambiguously described in a security agreement D. holding that the trustee could not avoid a security interest under section 549 when that security interest was authorized by the bankruptcy court E. holding that defendant obtained no identifiable asset and therefore the underlying settlement payment cannot represent the restoration to the plaintiffs of some amount the defendant had improperly taken and withheld

assistant: The best answer is A. holding that plaintiffs security deposit was not improperly withheld when home applied the deposit amount to rent in arrears
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: skyscanner is not a travel agentand is not responsible for providing any travel options displayed via the skyscanner services and/or skyscanner platforms or for setting or controlling the prices we display .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that the content of the service is provided or made available to you under license from linden lab and independent content providers , including other users of the service ( `` content providers '' ) .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by registering for and/or using the service in any manner , including but not limited to visiting or browsing the site , you agree to all of the terms and conditions contained herein ( `` terms of use '' ) , and all other operating rules , policies and procedures that may be published from time to time on the site by vivino , each of which is incorporated by reference and each of which may be updated by vivino from time to time without notice to you in accordance with the terms set out under the `` modification of terms of use '' section below .

assistant: Contract by using, Unilateral change
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: Provided that Buyer remains fully liable for all of Buyer’s obligations hereunder, Buyer may assign any or all of its rights and obligations under this Agreement, including the right to purchase the Property, by giving Seller notice of such assignment at least three (3) days prior to the Close of Escrow, containing the name of the assignee (“ Authorized Assignee ”), the portion of the Property to be acquired by such Authorized Assignee. Any Investor to whom Buyer assigns some or all of its rights under this Agreement shall be an Authorized Assignee. Each Authorized Assignee shall be obligated jointly and severally to fulfill all of Buyer’s duties and obligations under this Agreement with respect to the portion of the property to be purchased by such Authorized Assignee and the warranties and representations of Buyer shall be the warranties and representations of the Authorized Assignee. Seller may not assign its rights hereunder or any of them without the prior written consent of Buyer.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 400 U.S. 23 91 S.Ct. 112 27 L.Ed.2d 122 Eddie ODOMv.UNITED STATES. No. 300. Nov. 9, 1970. Rehearing Denied Dec. 21, 1970. See 400 U.S. 984, 91 S.Ct. 363. PER CURIAM. 1 A writ of certiorari was granted in this case on June 22, 1970, 399 U.S. 904, 90 S.Ct. 2203, 26 L.Ed.2d 559, limited to the question of the retroactivity of our decision in North Carolina v. Pearce, 395 U.S. 711, 89 S.Ct. 2072, 23 L.Ed.2d 656. Since the granting of the writ there has come to the attention of the Court an order of Judge McRae of the United States District Court for the Middle District of Florida, dated July 1, 1970, denying a motion of petitioner Odom to set aside his second sentence as illegally imposed under Pearce, supra. The order makes it clear that the greater severity of the second sentence was based on conduct on the part of the petitioner occurring after the time of the original sentencing proceeding, and that the new information was specifically referred to at resentencing. Since it is now apparent that this case does not present the issue of the retroactivity of North Carolina v. Pearce, supra, the writ is dismissed as improvidently granted. 2 Writ dismissed. 3 Mr. Justice DOUGLAS. 4 The question is whether North Carolina v. Pearce, 395 U.S. 711, 89 S.Ct. 2072, 23 L.Ed.2d 656, should be retroactive. In that case we said that 'the factual data upon which the increased sentence is based must be made part of the record, so that the constitutional legitimacy of the increased sentence may be fully reviewed on appeal.' Id., at 726, 89 S.Ct. at 2081. The information now reported to us by the District Court was never made a part of the record. Hence an issue of retroactivity of Pearce is present and I would decide the case on the merits.

assistant: 9
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 the corporation to determine a fair value to pay the minority shareholders. We read Weinberger differently. Wein-berger focused on whether the price offered by the corporation was fair in light of the surrounding circumstances. The court’s evaluation of the fairness of the corporation’s dealing with the minority shareholders was not intended to be a vehicle to evaluate every corporate action and its impact on the value of the stock. The Weinberger court was clear that the narrow remedy provided by an appraisal action does not encompass claims of fraud, self-dealing or breach of fiduciary duty; those claims are separate and distinct and can be redressed outside the appraisal remedy. Weinberger, 457 A.2d at 714; accord Cede & Co. v. Technicolor, Inc., 542 A.2d 1182, 1189 (Del.1988) (<HOLDING>). We interpret our statute similarly. An Options: A. holding that plaintiffs were entitled to a jury trial on claim of breach of fiduciary duty where underlying claim was a common law negligence action B. holding that a developers claim for breach of fiduciary duty was actually a contract action properly brought in the court of claims C. holding that plaintiffs did not plead fraud where the complaint only alleged a breach of fiduciary duty D. holding that a plaintiff seeking individual relief under erisa 502a3 under a breach of fiduciary duty theory did not have a cause of action when the alleged breach of fiduciary duty was a failure to distribute benefits in accordance with the plan E. holding trial court correctly denied motion to amend appraisal action to include claims of conspiracy illegality fraud and breach of fiduciary duty

assistant: The best answer is E. holding trial court correctly denied motion to amend appraisal action to include claims of conspiracy illegality fraud and breach of fiduciary 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: the voters’ intent in approving the measure. Id. Where the language of the initiative is clear and unambiguous, a court may not look beyond the text of the measure; however, if the initiative is susceptible to more than one reasonable interpretation, a court may determine the voters’ intent by applying canons of statutory construction or by “examining] the statements in the voters pamphlet.” Id. at 205-06. a. The Single Subject of 1-776 The first step in the article II, section 19 analysis is to determine whether Pierce County has shown beyond a reasonable doubt that 1-776 violates the single-subject requirement. An initiative embraces a single subject if its parts are rationally related to one another. Kueckelhan v. Fed. Old Line Ins. Co., 69 Wn.2d 392, 404, 418 P.2d 443 (1966) (<HOLDING>); Fritz v. Gorton, 83 Wn.2d 275, 290, 517 P.2d Options: A. holding that damage to building and personal property as a result of fire negligently caused by defendant was to be measured by reasonable cash market value of the property at the time it was destroyed by the fire or if it was not totally destroyed by the diminution in its fair market value before and after the fire B. holding where the defendants conduct in setting a fire was a proximate cause of a fire fighters death the death occurred in course of and in furtherance of the arson C. holding that the land contract vendor was entitled to fire insurance benefits when the fire occurred after a judgment for possession was obtained by the vendor pursuant to summary forfeiture proceedings D. holding that petition failed to allege fire hydrants were physically defective where fire hydrants did not work and plaintiffs decedent was killed in fire E. holding that the relationship between fire insurance regulation and rating fire loss fire prevention and fire investigation is rational and reasonable

assistant: The best answer is E. holding that the relationship between fire insurance regulation and rating fire loss fire prevention and fire investigation is rational and reasonable
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: based on sex were suspect. Had a fifth Justice joined in this conclusion, a state would be required to show a compelling justification for the differential treatment accorded males and females under the hardship excuse. Although as Chief Justice Burger lamented in Dunn v. Blumstein, 405 U.S. 330, 363-364, 92 S.Ct. 995, 31 L.Ed.2d 274 (1972) (Burger, C. J., dissenting), the Court has never deemed a “state interest” sufficiently compelling to override the stigma of suspectness, one could convincingly argue that a hardship excuse should qualify as such. 87 . See United States v. DiTommaso, 405 F.2d 385 (4th Cir. 1968); United States v. Bryant, 291 F.Supp. 542 (D.Me.1968). 88 . 28 U.S.C. § 1867(a). 89 . See Cassell v. Texas, 339 U.S. 282, 287-288, 70 S.Ct. 629, 94 L.Ed. 839 (1950) (<HOLDING>). 90 . Brooks v. Beto, 366 F.2d 1, 22 n. 40 Options: A. holding prima facie case shown where despite the absence of any disproportion between eligible population and composition of grand juries evidence showed jury commissioners selecting on the basis of personal acquaintances made no effort to familiarize themselves with other eligible voters B. holding that the mathematical disparity between 197 of africanamericans in the population and 47 of africanamericans on grand jury lists was adequate for a prima facie case under an equal protection analysis C. holding that the plaintiff made out a prima facie case of disparate impact despite a lack of statistical significance based on past discrimination which reduced the number of africanamericans eligible to sit for the promotional exam D. holding that although a jury instruction that included the phrase prima facie case and referred to defendants burden of production created a distinct risk of confusing the jury in certain instances it would be appropriate to instruct the jury on the elements of a prima facie case E. holding the plaintiff satisfies the burden of a prima facie case by a preponderance of the evidence

assistant: The best answer is A. holding prima facie case shown where despite the absence of any disproportion between eligible population and composition of grand juries evidence showed jury commissioners selecting on the basis of personal acquaintances made no effort to familiarize themselves with other eligible voters
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: these terms of service contain important terms and conditions that affect you and your use of the services , including , unless you choose to opt out , a provision regarding binding arbitration of disputes ( other than certain specified intellectual property claims and small claims ) and a waiver of certain rights to jury trials and/or class actions .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller represents and warrants to Buyer that each Purchased Loan sold in a Transaction hereunder, as of the related Purchase Date for such Transaction and as of any Business Day on which Margin Excess is made available by Buyer to Seller which increases the outstanding Purchase Price of such Purchased Loan, conforms to the applicable representations and warranties set forth in Exhibit VI attached hereto in all material respects, except as disclosed to Buyer in writing. With respect to each Purchased Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage, the Transfer Certificate and any other documents required to be delivered under this Agreement and the applicable Custodial Agreement for such Purchased Loan have been delivered to Buyer or the Custodian on its behalf (or shall be delivered in accordance with the time periods set forth herein).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter 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 case excerpt and choose the best holding from the options. Case excerpt: that Miller’s conduct pervaded the working environment so as to be both subjectively and objectively perceived as abusive. Without more, plaintiff has failed to show sufficient evidence ex ists to support her hostile work environment claim. As plaintiff has failed to establish a gender discrimination claim under either a disparate impact or a hostile work environment theory, the defendants’ motion for summary judgment on this claim will be granted. IV. Res Judicata As plaintiffs First Amendment claim fails on the merits, the court need not decide it is barred by res judicata. In terms of plaintiffs Title VII claims, the unreviewed agency determination is not entitled to preclusive effect. See Univ. of Tenn. v. Elliott, 478 U.S. 788, 795-96, 106 S.Ct. 3220, 92 L.Ed.2d 635 (1986) (<HOLDING>); see also Kremer v. Chem. Constr. Co., 456 Options: A. holding that full faith and credit is inapplicable to endow unreviewed administrative proceedings preclusive effect in title vii cases B. holding that illinois federal court erred in giving preclusive effect to minnesota state courts dismissal of action on statute of limitations grounds based on minnesotas treatment of statutes of limitations as procedural in nature and without preclusive effect C. recognizing that nypd disciplinary hearings can have preclusive effect but ultimately holding that collateral estoppel did not apply due to issues specific to the administrative proceedings in that case D. holding that previous ordered entered with prejudice did not have preclusive effect E. holding that unreviewed state administrative proceedings do not have preclusive effect on title vii claim

assistant: The best answer is E. holding that unreviewed state administrative proceedings do not have preclusive effect on title vii claim
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: by the APA’s “arbitrary and capricious” standard. 5 U.S.C. § 706(2)(A) (2006). Under this standard of review, the court may set aside an agency action that is “arbitrary, capricious, an abuse of discretion, or otherwise not in .accordance with law.” 5 U.S.C. § 706(2)(A). To determine whether an agency decision is arbitrary and capricious, the court should “consider whether the decision was based on a consideration of the relevant factors and whether there has been a clear error of judgment,” Marsh v. Or. Natural Res. Council, 490 U.S. 360, 378, 109 S.Ct. 1851, 104 L.Ed.2d 377 (1989). After considering the relevant factors, the agency must articulate a satisfactory explanation for its action, including a rational connection between the facts found and t F.3d 472, 481 (9th Cir.2011) (<HOLDING>). In accordance with the Ninth Circuit’s ruling Options: A. holding that irrespective of whether an esa claim is brought under the apa or the citizensuit provision the apas standard of review applies B. holding that a provision of the constitution is to be construed in the sense in which it was understood by the framers and the people at the time of its adoption but that if new products or circumstances that did not exist at the time the constitutional provision was enacted fall within the meaning of the provision the constitutional provision applies to them C. holding that the esa citizen suit provision creates an express adequate remedy rendering the apas scope of review inapplicable to the substantive provisions of the esa D. holding that judicial review under the apa is precluded when a remedy is available under a citizen suit provision of an environmental statute citations omitted E. holding that courts should review claims brought under the esa under the citizensuit provision of the esa or when the citizensuit provision is unavailable under the apa

assistant: The best answer is E. holding that courts should review claims brought under the esa under the citizensuit provision of the esa or when the citizensuit provision is unavailable under the apa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law (the “ MGCL ”).

assistant: General
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: “more lucrative uses,” this “reasonable possibility” should also be considered. Id. 6 As the plurality recognizes, “at the time defendants acquired their Novi property, beginning in 1988, the property was more valuable in their eyes because of the looming possibility of a future zoning change.” Ante at 140. 7 MDOT does not argue that the admission of the posttaking rezoning violated the Constitution of the United States or the Constitution of the state of Michigan. It only argues that the evidence is not relevant and that, even if it is relevant, it should be excluded pursuant to MRE 403, as discussed later in this opinion. 8 I do not know why the plurality suggests that I “misidentifyD the ‘fact that is of consequence,’ ” ante at 138 (emphasis deleted), because 5, 137 (Tex App, 1972) (<HOLDING>); Reeder v Iowa State Hwy Comm, 166 NW2d 839, Options: A. holding that upon remand if the trial court determined that the testimony in a newly discovered evidence claim was reliable the trial court must review that new evidence as well as brady claims that were previously rejected in a prior postconviction motion because the evidence was equally accessible to the defense and there was no reasonable probability that the result of the trial would have been different had the evidence been disclosed B. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs C. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change D. holding that the type of evidence which has been admitted as material as tending to prove a reasonable probability of change includes the actual amendment of the ordinance subsequent to the taking E. holding that ajctual amendment of the zoning law subsequent to the taking may be weighty evidence of such a prospect

assistant: The best answer is C. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change
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: if not expressly prohibited by mandatory legislation , you hereby waive any moral rights of paternity , publication , reputation , or attribution with respect to rovio 's and other players ' use and enjoyment of such assets in connection with the rovio services and related goods and services under applicable law .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: use of the site or services to violate the security of any computer network , crack passwords or security encryption codes , transfer or store illegal material including that are deemed threatening or obscene , or engage in any kind of illegal activity is expressly prohibited .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All issues and questions concerning the relative rights and obligations of the Company and the Holders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

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: Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease or sublet any part or all of the Premises and shall not permit any use of any part of the Premises by any other party, or any transfer of its interest in the Premises by operation of law without Landlord’s prior consent, which will not be unreasonably withheld or delayed except as required under any mortgage affecting the Premises (refusal or delay due to any mortgagee shall be considered a “reasonable” grounds for withholding consent). Without waiving Landlord’s right hereunder to declare a default in the event of an assignment of this Lease or a subletting of the Premises or any part thereof or occupancy of the Premises by anyone other than Tenant, Landlord may collect from the assignee, sublessee or occupant, any rental and other charges herein required, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupancy, nor a release of Tenant from the performance by Tenant of this Lease. Tenant at all times and under all circumstances shall remain liable to Landlord for the payment of Base Rent and Additional Rent due and to become due and the performance of all other obligations of Tenant hereunder for the term hereof. Tenant shall pay to Landlord, as additional rent, any costs and expenses including attorneys’ fees incurred by Landlord in connection with any proposed or purported assignment, sublease or other transfer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 3.1 , each Swingline Loan shall bear interest, at the option of the Borrower, at a per annum rate equal to (i) the Adjusted Base Rate or (ii) the 30‑Day Interbank Offered Rate plus the Applicable Rate. Interest on Swingline Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: we held that there was a sufficient nexus to interstate commerce where the defend nal jury could find beyond a reasonable doubt that the robbery had an effect, albeit slight or potential, on interstate commerce. For instance, Jeanette testified that, after the robbery, she limited her guests to friends and family and then shut down the operation completely a few months later. At least one speakeasy customer, Alberto Vasquez, chose not to return and spend his money at the speakeasy after the robbery. From that evidence, a jury could reasonably infer that the robbery caused the business to close. Causing a business engaged in interstate commerce to close has, or at least potentially has, an effect on interstate commerce. See United States v. Jimenez-Torres, 435 F.3d 3, 8 (1st Cir.2006) (<HOLDING>). Moreover, such conduct, in the aggregate, Options: A. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce B. holding after lopez that the interstate nexus element of the hobbs act still requires the government to show only a minimal connection to interstate commerce C. holding that the hobbs act did not apply to the robbery of a computer company executive in his home even though the crime may have prevented him from getting to work or making busi ness calls because his only connection with interstate commerce was his employment by a business engaged in interstate commerce D. holding the limitations to congresss commerce clause authority recognized in lopez have no effect on the establishment of the interstate commerce element of the hobbs act E. holding that robbery of nationwide checkcashing company affected interstate commerce in violation of hobbs act

assistant: The best answer is A. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce
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 numerous crimes he committed while involved in a conspiracy to overcharge the government for cleanup services rendered after Hurricane Fran devastated North Carolina. The evidence, viewed in the light most favorable to the Government, showed that Fletcher and his cohorts intentionally defrauded the government, and that Fletcher took various steps to conceal the fraud. Fletcher has raised several challenges to his conviction and sentence. As to those issues raised before the district court, we affirm on that court’s reasoning. (J.A. at 127, 2328-31.) As to the remaining issues, which were raised for the first time on appeal, we have carefully reviewed the record and find no reversible error. See United States v. Olano, 507 U.S. 725, 732, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993) (<HOLDING>). We dispense with oral argument because the Options: A. holding that issues not properly presented to the bankruptcy court cannot be raised for the first time on appeal B. holding that issues raised for the first time on appeal will not be considered C. holding that an issue not raised in the trial court cannot be raised for the first time on appeal D. holding that issues not raised before the district court cannot be asserted for the first time on appeal E. holding that issues raised for the first time on appeal are reviewed for plain error

assistant: The best answer is E. holding that issues raised for the first time on appeal are reviewed for plain error
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: this case is a “negative easement” because it prevents the owner of land subject to the easement “from doing something, such as building an obstruction.” Black’s Law Dictionary 550 (8th ed. 2004). As happened in this case, a land owner may impose a restrictive covenant as a condition of the sale of all or a portion of his property. See, e.g., McKay v. Townson, 528 So.2d 977 (Fla. 2d DCA 1988) (upholding a restrictive covenant on lake property, reserving the use of the lake to the predecessor in interest). Here, although the parties’ properties were originally owned by a common owner, Mr. Spivey, their subsequent sales were not subject to a general scheme or plan of development subjecting them to mutual restrictions. Cf. Hagan v. Sabal Palms, Inc., 186 So.2d 302, 307 (Fla. 2d DCA 1966) (<HOLDING>). “A ‘general building scheme’ may be defined Options: A. holding that wjhere the owner of a tract of land subdivides it and sells distinct parcels thereof to separate grantees imposing restrictions on its use pursuant to a general plan of development or improvement such restrictions may be enforced by any grantee against any other grantee either on the theory that there is a mutuality of covenant and consideration or on the ground that mutual negative equitable easements are created B. holding that property owner could not argue it had no notice of deed restrictions simply because guidelines were unclear when owner acknowledged having copy of such restrictions C. recognizing that the acceptance by the grantee of a deed poll signed and sealed by the grantor containing covenants to be performed by the grantee binds the latter to the performance of these covenants as effectually as if he had executed the instrument quotations and citation omitted D. holding that contrary to restrictions regarding use a unit owner may not be deprived of his interest in a substantial portion of the general common elements without his consent E. holding that property owners who are aware of deed restrictions and accompanying guidelines are considered to be on notice of such restrictions despite believing that guidelines are unclear and inapplicable

assistant: The best answer is A. holding that wjhere the owner of a tract of land subdivides it and sells distinct parcels thereof to separate grantees imposing restrictions on its use pursuant to a general plan of development or improvement such restrictions may be enforced by any grantee against any other grantee either on the theory that there is a mutuality of covenant and consideration or on the ground that mutual negative equitable easements are created
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 Subsidiary has filed or caused to be filed on a timely basis (taking into account all extensions granted by the applicable Governmental Authority) all United States federal and applicable foreign, state and local Tax returns and reports and all other Tax returns and reports which are required to be filed and have paid or caused to be paid all Taxes required to have been paid by it, except (a) such Taxes, if any, as are being contested in good faith by appropriate proceedings as to which adequate reserves have been provided in accordance with GAAP and (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

assistant: Taxes