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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: However, Plaintiffs may not maintain a separate or additional cause of action under Ala.Code §§ 21-7-3 through 21-7-5 or § 3-1-7. Therefore, Defendants’ Motion for Summary Judgment is due to be GRANTED as to the Plaintiffs’ state law claims for disability discrimination. B. Counts III, IV, and VI: Negligence and Wantonness Claims Defendants argue that Plaintiffs’ claims for negligence, wantonness, and negligent failure to train and supervise fail because Plaintiffs have not demonstrated actionable damages. (MotSumm. J., 5-6.) Plaintiffs concede that damages are a required element of these claims, but argue that the embarrassment and emotional distress they suffered are sufficient. (Resp. Opp’n Summ. J., , 1204 (Ala.1999) (same); Daniels v. E. Ala. Paving, Inc., 740 So.2d 1033, 1049 (<HOLDING>). In opposition to application of the zone of Options: A. holding that appellants had no standing to challenge search of car because they had no ownership or possessory rights of any kind in the car B. holding that the driver of a car who had permission to use the car had standing to challenge its search C. holding that plaintiffs were not in the zone of danger and could not recover for emotional distress because they were at not home when their house caught on fire D. holding that plaintiffs who were in the car during car accident could recover for emotional damages because they were within zone of danger E. holding plaintiff car owners averment in affidavit that certain actions by defendant mechanic caused damage to plaintiffs car were conclusory because she provided no factual support

assistant: The best answer is D. holding that plaintiffs who were in the car during car accident could recover for emotional damages because they were within zone of danger
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: § 3553(a)(7) to justify the magistrate’s decision to depart. Guideline § 5K2.0 permits departure based on “ ‘mitigating circumstance[s] of a kind, or to a degree, not adequately taken into consideration by the Sentencing Commission.’ ” U.S.S.G. § 5K2.0 (quoting 18 U.S.C. § 3553(b)). The sentencing judge may not depart unless he or she has legal authority under the Guidelines to do so. United States v. Lira-Barraza, 941 F.2d 745, 746 (9th Cir.1991) (en banc) (notmg that “legal authority” is first of three-part test for departure under the Guidelines). Although in United States v. Miller, 991 F.2d 552 (9th Cir.1993), and United States v. Berlier, 948 F.2d 1093 (9th Cir.1991), we analyzed the related question of the scope of § 3E1.1 departures based on pre-trial restitution Cir.1991) (<HOLDING>). Guideline § 5K2.0 requires that the Options: A. holding that the district court was not required to state affirmatively on the record that it knew it possessed the authority to depart downward B. holding that this court does not review decisions of a district court not to depart downward unless the record reflects that the district court was not aware of or did not understand its discretion to make such a departure C. recognizing that a defendant may appeal a district courts refusal to depart downward if the sentence was imposed in violation of law because the district court misconstrued its authority to depart D. holding that district court may not depart downward to preserve defendants ability to make restitution E. holding that a circuit court has no jurisdiction to review a district courts discretionary decision not to depart downward from the guidelines but would have jurisdiction if the district court based its decision on the belief that it did not have the authority to depart

assistant: The best answer is D. holding that district court may not depart downward to preserve defendants ability to make restitution
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 agree to comply with all applicable laws when using the services , and you may only use the services for lawful purposes ( e.g. , no transport of unlawful or hazardous materials ) .

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 shares of Restricted Stock awarded to Participants under the Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the Award Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: award less than the maximum statutory limit when the FDCPA violation was not occasioned by a “repeated pattern of intentional abuse or where the violation was technical.” Gonzalez, 2013 WL 4851709, at *1 (internal quotation omitted). In view of the record in the instant case, the Court finds that Plaintiff has achieved success on her claims under the FDCPA, as well as on her recovery under GBL § 349. See Rodriguez v. Pressler and Pressler, L.L.P., No. 06 Civ. 5103, 2009 WL 689056, at *1 (E.D.N.Y. Mar. 16, 2009) (declining to adopt Magistrate Judge’s recommendation reducing fee by 50% since counsel achieved “the maximum possible monetary relief available under the statute”); see also Dowling v. Kucker Kraus & Bruh, LLP, No. 99 Civ. 11958, 2005 WL 1337442, at *3 (S.D.N.Y. Jun. 6, 2005) (<HOLDING>). Finally, the Court notes that Defendant Options: A. holding that per se statutory rule is not permissible under fourth amendment B. holding that equitable relief is not available to an individual under this section of the fdcpa C. holding that a per diem physician could be adequately compared to per diem attorneys in an organization with a limited number of per diem physicians D. holding that the maximum statutory damages available to plaintiffs under the fdcpa is limited to 100000 per plaintiff per proceeding E. holding that a maximum vertical price maintenance scheme is not per se illegal

assistant: The best answer is D. holding that the maximum statutory damages available to plaintiffs under the fdcpa is limited to 100000 per plaintiff per proceeding
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: No. 95-0641, 1996 WL 633382, *12 (E.D.N.Y. Oct. 25, 1996). Plaintiffs allege that there is no legitimate public purpose to reduce the State contribution rate, a substantial impairment of their contractual rights, or that the same was necessary and reasonable to accomplish said purpose. See Dkt. No. 1 at ¶¶ 95-99, 124-125. On a motion to dismiss, the Court must accept these allegations as true. Thus, the Court finds that Plaintiffs have pled sufficient facts suggesting that Defendants’ actions were not reasonable and necessary. While Defendants rely upon the economic emergency, a resolution of the issues surrounding Defendants’ fiscal crisis and economic situation will involve questions not appropriately resolved on a motion to dismiss. See Nat'l Educ. Ass’n-Rhode, 890 F.Supp. at 1164 (<HOLDING>). Courts have held that “Resolution of ... Options: A. holding that the defendants motion for discharge was premature and thus properly denied by the trial court B. holding that the defendants challenge to the evidence through a pretrial motion to dismiss was premature because such a challenge can only be made after the state has had an opportunity to present its evidence to the trier of fact C. holding that a determination of the reasonableness of the defendants actions based upon the economic crisis involving the retirement system was premature on a motion to dismiss D. holding that the trial court erred by granting the defendants motion to dismiss E. holding that the district court properly denied defendants motion to dismiss based upon a lack of jurisdiction when defendant challenged the interstate commerce element of the hobbs act

assistant: The best answer is C. holding that a determination of the reasonableness of the defendants actions based upon the economic crisis involving the retirement system was premature on a motion to dismiss
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: selling airplanes. Id. at 448. Citing comment f to section 402A, the court held that Ozark Airlines was an intermediate owner engaged in the business of providing scheduled commercial air transportation. Id. As such, its sale of surplus aircraft was merely incidental to its business. Id. at 448-49. See also Counts v. MK-Ferguson Co., et al., 680 F.Supp. 1343, 1347 (E.D.Mo.1988), aff'd 862 F.2d 1338 (8th Cir.1988) (section 402A liability does not extend to occasional seller). Other jurisdictions that have codified or adopted section 402A of the Restatement (Second) of Torts have routinely found that the isolated sale of a product by an occasional seller is not subject to the rule of strict liability. See Lancaster v. W.A. Hartzell & Associates, Inc., 54 Or.App. 886, 637 P.2d 150 (1981) (<HOLDING>); Allen v. Nicole, Inc., 172 N.J.Super. 442, Options: A. recognizing strict product liability actions B. recognizing the significance of control in strict products liability C. holding that notice not required because cercla is a strict liability statute D. holding that strict liability did not apply to the isolated sale of a gallon of wood stain by a merchant that sells cabinets E. holding warranty liability and strict liability were both shown by proof a product was defective

assistant: The best answer is D. holding that strict liability did not apply to the isolated sale of a gallon of wood stain by a merchant that sells cabinets
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: 120 (1972), we confronted remarkably similar facts and a similarly expansive indemnification agreement. A crew member aboard a utility tender was nearly crushed to death when the operator of a Chevron platform crane negligently allowed a welding machine to swing against the vessel’s railing. We held that the vessel owner’s promise to indemnify did not contemplate injuries caused by the negligent acts of a platform crane operator during unloading. “As broad as those terms are to comprehend injuries caused by the operation of the vessel in a practical sense, they do not comprehend an occurrence in which the vessel’s sole contribution is to be there as the carrier from which the cargo is being removed.” Id. at 583. Accord Smith v. Tenneco Oil Co., 803 F.2d 1386, 1388-89 (5th Cir.1986) (<HOLDING>); Hobbs v. Teledyne Movible Offshore, Inc., 632 Options: A. holding that the parties purchase agreement did not require a showing of prejudice for plaintiff to assert that defendant waived its claim for indemnification B. holding that the indemnification contract between an owner of train tracks and an owner and operator of a train clearly and unequivocally required indemnification for the track owners negligence given that the contract explicitly stated that the indemnification provisions shall apply regardless of considerations of fault or negligence C. holding that indemnification for any claim that arises out of or is incident to performance of a time charter agreement does not apply to liability for a platform crane operators negligence in lowering a worker to the vessels deck D. holding that indemnification without regard to the negligence of any party clearly and unequivocally provided bay drilling with indemnification for its own negligence E. holding that where there has been no settlement or judgment of liability regarding the underlying claim any imposition of liability is not so immediate as to warrant declaratory relief on the issue of indemnification

assistant: The best answer is C. holding that indemnification for any claim that arises out of or is incident to performance of a time charter agreement does not apply to liability for a platform crane operators negligence in lowering a worker to the vessels deck
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: Schedule 4.q. attached hereto sets forth an accurate list of all insurance policies carried by the Company, the amounts and types of insurance coverage available thereunder and all insurance loss runs for the past three policy years. With respect to each such insurance policy: (i) such policy is in full force and effect and legal, valid, binding and enforceable in accordance with its terms; and (ii) the Company is not in material breach or default (including any breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, after notice or lapse of time, or both, would constitute a breach or default or permit termination or modification, under such policy. All premiums payable under all such policies have been paid.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission (including portable document format) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic means be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

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: scheme, and therefore should not have been listed together in the same count. But Palazzo is incorrect. As noted, “our task [in this inquiry] ... [is] to assess whether the indictment itself can be read to charge only one violation in each count.” Mauskar, 557 F.3d at 225. In this case, each invoice (and thus, each of charges 28-40) constituted a separate execution of her scheme (which was to defraud Medicare); the line items on a given invoice were merely means by which Palazzo executed that scheme. “That an indictment alleges more than one means by which [a defendant] sought to accomplish [an execution of a] scheme does not render it duplicitous.’ ” Mauskar, 557 F.3d at 225 (internal quotation marks omitted). See also Owens v. United States, 221 F.2d 351, 354 (5th Cir.1955) (<HOLDING>). In United States v. Adler, 623 F.2d 1287 (8th Options: A. holding that the plaintiffs had relied on illinois law because they could have filed in a different forum having a different statute of limitations B. holding that the legislature intends different meanings when it uses different terms in a statute C. holding that the term individual in the torture victim protection act meant natural person but reiterating that courts should respect congress decision to use different terms to describe different categories of people or things citation omitted D. holding that the defrauding of different people over an extended period of time using different means and representations may constitute but one scheme E. holding that an arbitrator was not bound by an earlier award involving a different contract and different union

assistant: The best answer is D. holding that the defrauding of different people over an extended period of time using different means and representations may constitute but one scheme
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the following provisions will survive any termination of your relationship with masquerade : `` licenses , '' `` disclaimers , '' `` limitation of liability , '' `` indemnification , '' `` termination and survival , '' `` assignability , '' `` other terms , '' `` dispute resolution , '' and `` special arbitration provision for the united states or canada users . ''

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Keziah v. W.M. Brown & Son, 888 F.2d 322 (4th Cir.1989), the district court’s grant of summary judgment for defendant was affirmed on plaintiffs IIED claim when plaintiff alleged, among other things, that her telephone messages were withheld and used by male sales representatives to usurp her sales leads, information was secretly removed from her files and mail, and she was harassed, humiliated, and otherwise subject to an adverse employment environment. Id. at 326-27 (citing Hogan v. Forsyth Country Club, 79 N.C.App. 483, 340 S.E.2d 116 (1986)). Furthermore, claims of IIED based upon sexual harassment generally include a combination of explicitly obscene language, sexual advances, and/or sexual touching. Compare Poole v. Copland, Inc., 348 N.C. 260, 261-62, 498 S.E.2d 602, 603 (1998) (<HOLDING>), with Guthrie v. Conroy, 152 N.C.App. 15, 24, Options: A. holding that plaintiffs allegations that her supervisor was a lesbian and that she made improper remarks to her including telling the plaintiff to invite her to lunch and making comments about plaintiffs coworkers private lives and sexual preferences and on one occasion approaching the plaintiff from behind hugging her and whispering in her ear a request for a cookie from another table did not suffice to establish a hostile working environment B. holding that conduct was not sufficiently severe or pervasive where a supervisor allegedly touched plaintiffs hand and thigh lifted her dress hem repeatedly asked her to lunch told her that she was beautiful stared at her and called her home on numerous occasions at night and asked about personal matters C. holding that plaintiff could not show that he was disabled because he conceded that he could do his job despite his impairment D. holding that conduct was sufficiently severe or pervasive where the female plaintiffs supervisor frequently tried to get plaintiff to date him using many direct as well as indirect propositions for sex including following her into the restroom repeated attempts to touch her breasts place his hands down her pants and pull off her pants and enlisting the assistance of others to hold her while he attempted to grope her E. recognizing an iied claim sufficient to go to a jury where defendant repeatedly used explicitly obscene language to describe what he would do to plaintiff touched his genitals in her presence while propositioning plaintiff or gesturing toward her obscenely and stood behind her with his pants unzipped suggesting he would show plaintiff what a real man felt like

assistant: The best answer is E. recognizing an iied claim sufficient to go to a jury where defendant repeatedly used explicitly obscene language to describe what he would do to plaintiff touched his genitals in her presence while propositioning plaintiff or gesturing toward her obscenely and stood behind her with his pants unzipped suggesting he would show plaintiff what a real man felt like
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: Every notice or other communication relating to this Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Secured Party may demand specific performance of this Agreement. Each party hereto irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any other Secured Party.

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: No provisions of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Chairman and by an authorized officer of the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Guaranty.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto, or email to the email address set forth in the signature pages attached hereto, prior to 5:30 p.m. (New York City time) on a Trading Day, with electronic confirmation of such delivery, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto, or email to the email address set forth in the signature pages attached hereto, on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, with electronic confirmation of such delivery, (c) the second Business Day following the date of mailing, if sent by regular mail, or the date on which such notice or communication is deposited with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address, fax number and email address for such notices and communications shall be as set forth on the signature pages attached hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had passed since the will was admitted to probate. We held that her claim was barred because she had constructive notice of the filing of the will for probate. She could have determined that she had been excluded from the estate by examining the public records. Id. at 85. Similarly, in Neill v. Yett, 746 S.W.2d 32, 33-34 (Tex.App.—Austin 1988, writ denied), a granddaughter sued to set aside her grandfather’s will more than three years after it had been admitted to probate, alleging that the will had been fraudulently probated. The court of appeals held that her suit was time-barred because an examination of the probate records would have revealed there was no bequest to the granddaughter. Id. at 36; see also Estate of Ross, 672 S.W.2d 315, 318 (Tex.App.—Eastland 1984, ref'd n.r.e.) (<HOLDING>). These decisions are illuminating because they Options: A. holding that notice to supervisor is notice to city B. holding that four daughters who sought to set an aside order admitting their fathers will to probate had constructive notice because pjersons interested in an estate are charged with notice of the contents of probate records C. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment D. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice E. holding that notice to the attorney of record constitutes notice to the petitioner

assistant: The best answer is B. holding that four daughters who sought to set an aside order admitting their fathers will to probate had constructive notice because pjersons interested in an estate are charged with notice of the contents of probate records
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 costs and fees of any arbitrator selected under Section 8.2 shall be borne equally by Executive and the Company. Each Party shall bear its own costs and expenses (including without limitation attorneys' fees and other professional fees and charges) incurred by him or it in connection with any Claim; provided , however , that (a) to the extent that it is determined through arbitration that the Executive’s position in respect of a Claim was frivolous or without any merit, Executive shall promptly reimburse the Company for all costs and expenses incurred by the Company in respect of such Claim, and (b) to the extent that it is determined through arbitration that Executive substantially prevailed against the Company in respect of a Claim, the Company shall promptly reimburse Executive for all costs and expenses incurred by Executive in respect of such Claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a party hereto by facsimile or other electronic transmission shall be deemed an original signature hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive shall serve as the Chief Executive Officer and President of the Company and shall devote all of Executive’s business time, skill and energies to promote the interests of the Company and to serve such positions with the Company as may be reasonably assigned by the Board and, if applicable, the Executive Chairman of the Board and/or the Executive Vice Chairman of the Board and which are consistent with the title of Chief Executive Officer and President of the Company. Executive shall undertake to perform all of Executive’s duties and responsibilities for the Company and any current and/or future entity that is controlled by the Company or any of its subsidiaries in good faith and on a full-time basis and shall at all times act in good faith in the course of Executive’s employment under this Employment Agreement in the best interests of the Company and its subsidiaries. The parties acknowledge that Executive currently serves on the boards of Focus Brands, a for-profit corporation, and Seacology, a not-for-profit corporation. Executive may continue such board service and manage his personal investments to the extent that such activities do not interfere, individually or in the aggregate, with Executive’s duties under this Employment Agreement. For the avoidance of doubt, Executive may serve on additional boards only with the Board’s prior written approval.

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 legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by e-mail “PDF” copy shall be effective as delivery of a manually executed counterpart of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments and its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

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: Each Account shall be increased or decreased by the Interest credited to such Account since the prior Determination Date as though the balance of that Account as of such prior Determination Date had been invested in the applicable Valuation Funds chosen by the Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until November 8, 2023 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon 10 Business Days’ prior written notice upon payment in full of the Obligations.

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 case excerpt and choose the best holding from the options. Case excerpt: a district court invoke it at screening under § 1915A, see Walker v. Thompson, 288 F.3d 1005, 1010 (7th Cir. 2002). On the merits we also agree with James that he states claims under both the Eighth and Fourteenth Amendments. Our decisions are clear that preventing inmates from exercising for prolonged periods may violate the Eighth Amendment. See, e.g., Turley, 729 F.3d at 652 (explaining that persistent lockdowns resulting in inability to exercise may violate Eighth Amendment if imposed without proportional justification); Delaney v. DeTella, 256 F.3d 679, 683-85 (7th Cir. 2001) (concluding that Stateville officials accused of denying plaintiff all out-of-cell exercise for six months could not rely on defense of qualified immunity); Pearson v. Ramos, 237 F.3d 881, 884 (7th Cir. 2001) (<HOLDING>); Antonelli v. Sheahan, 81 F.3d 1422, 1432 (7th Options: A. holding that what constitutes cruel and unusual punishment is a question of law B. holding that a cruel and unusual punishment claim is not jurisdictional and therefore may not be raised for the first time on appeal C. holding cruel and unusual punishment complaint not preserved D. recognizing that denying outofeell exercise for extended periods may constitute cruel and unusual punishment E. holding the constitutional right to be free from cruel and unusual punishment may be waived

assistant: The best answer is D. recognizing that denying outofeell exercise for extended periods may constitute cruel and unusual punishment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( d ) disassemble , decompile , reverse engineer the whole or any part of the service , nor attempt to do any such thing except to the extent that such actions can not be prohibited 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 case excerpt and choose the best holding from the options. Case excerpt: knowingly and willfully violated the Act. 2 . We granted judgment for the defendant (by reversing the district court’s judgment without remanding). 3 . Legi-Tech does not dispute that if it waived the separation of powers claim, the waiver would constitute an independent ground for denying retroactive application of NRA. See Reynoldsville Casket Co. v. Hyde,-U.S.-,-, 115 S.Ct. 1745, 1751, 131 L.Ed.2d 820 (1995). 4 . The FEC also argues, with some force, that the Commission's actions here were only voidable, not void, because the ex officio members could not vote even though they may have influenced the voting Commissioners. As a voidable decision, prejudice must be shown. See Professional Air Traffic Controllers Org. v. Federal Labor Relations Auth., 685 F.2d 547, 564 (D.C.Cir.1982) (<HOLDING>); NRA, 6 F.3d at 826-27 (the non-voting ex Options: A. holding that a draft of a proposed letter from an area director of a government agency to a municipal administrative agency was properly excluded because it did not represent an agency finding B. holding that chevron deference is due only when the agency acts pursuant to delegated authority and the agency action has the force of law C. holding that a defendant must make a colorable showing that an ex parte communication occurred D. holding that prejudice must be shown from an ex parte communication E. holding that illegal ex parte contacts with an agency only make agency action voidable so prejudice must be shown

assistant: The best answer is E. holding that illegal ex parte contacts with an agency only make agency action voidable so prejudice must be shown
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: Quinn, 204 F.Supp.2d at 163. We agree that stare decisis governs. The last time around, we addressed this aspect of the standard for measuring compliance head-on and held that the proper data are the “contemporaneous population figures [for] ... ‘the percentage of minorities within the community.’ ” Mackin, 969 F.2d at 1276 (quoting the Beecher decree). At that time, we considered the very authorities upon which the Candidates now rely and specifically repudiated the notion that the pertinent language of the decree was overbroad. Id. at 1277-78. Thus, principles of stare decisis required the district court to -reject the Candidates’ version of how the second variable should be constructed. See Planned Parenthood v. Casey, 505 U.S. 833, 854, 112 S.Ct. 2791, 120 L.Ed.2d 674 (1992) (<HOLDING>). If more were needed — and we do not think Options: A. holding that the doctrine of stare decisis is most frequently applied in cases affecting real property B. recognizing that the doctrine of stare decisis embodies the obligation to follow precedent C. holding that decision by panel of this court is established precedent under rules of stare decisis D. holding that stare decisis is not applicable unless the issue was squarely addressed in a prior decision E. holding that the doctrine of stare decisis applies to the issue of reliability of new scientific techniques the intoxilyzer in that case

assistant: The best answer is B. recognizing that the doctrine of stare decisis embodies the obligation to follow 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 legal provision and list the applicable contract clause categories. Provision: On and as of the date of such Ongoing Maintenance Advance: (i) the representations of each of the Borrower, the Assignor, the Predecessor Parent Pledgor, the Parent Pledgors, Imperial, the Portfolio Manager, the Servicer, the Guarantor, the Initial Servicer, the Initial Portfolio Manager, the Securities Intermediary and the Custodian set forth in the Transaction Documents shall be true and correct in all material respects with the same effect as if made on such date, and (ii) each of the Borrower, the Assignor, the Predecessor Parent Pledgor, the Parent Pledgors, Imperial, the Portfolio Manager, the Servicer, the Initial Servicer, the Initial Portfolio Manager, the Guarantor, the Securities Intermediary and the Custodian shall be in compliance with the covenants set forth in the Transaction Documents to which it is a party.

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: The Loan Documents embody the entire agreement and understanding among the Borrowers, the Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrowers, the Agent, the LC Issuer and the Lenders relating to the subject matter thereof other than any fee letters among any Borrowers and the Agent and any other agreements of any of the Borrowers with the Agent which survive the execution of the Loan Documents.

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: Local Rule 1.3. 33 . Murray, 583 F.3d at 178 (citing Ramey v. District 141, Int'l Assn of Machinists & Aerospace Workers, 378 F.3d 269, 282-83 (2d Cir.2004)). 34 . National Union Fire Ins. Co. of Pittsburgh, Pa. v. L.E. Myers Co. Grp., 937 F.Supp. 276, 280-81 (S.D.N.Y.1996). 35 . Mwray, 583 F.3d at 178 (quoting Lamborn, 873 F.2d at 531) (quotation marks omitted). 36 . Defendants raise only Canon 9 in their Opposition. See Def. Opp. at 8. It is apparent from Defendants’ conflict-of-interest discussion that Rule 1.7 and Canon 5 are also relevant. 37 . Hempstead Video, Inc., 409 F.3d at 132. 38 . New York Code of Prof. Resp., Preliminary Statement, reprinted in N.Y. Jud. Law App. 39 . Board of Ed. of City of New York v. Nyquist, 590 F.2d 1241 D.2d 487, 597 N.Y.S.2d 34, 34 (1st Dep’t 1993) (<HOLDING>); Hansen v. Brognano, 137 A.D.2d 880, 524 Options: A. holding original tortfeasor had no right to indemnification because claim properly was for contribution B. holding claims against attorney for legal malpractice must be asserted by attorneys actual client absent limited exception C. holding that attorneys sued for malpractice were entitled to assert thirdparty complaint for contribution and indemnification against subsequent attorney hired by client D. holding contribution claim against attorney not contrary to illinois public policy E. holding that the parties purchase agreement did not require a showing of prejudice for plaintiff to assert that defendant waived its claim for indemnification

assistant: The best answer is C. holding that attorneys sued for malpractice were entitled to assert thirdparty complaint for contribution and indemnification against subsequent attorney hired by client
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 secretary shall cause notices of all meetings to be served as prescribed in these By-Laws and shall keep or cause to be kept the minutes of all meetings of the shareholders and the Board. The secretary shall have charge of the seal of the Corporation. The secretary shall perform such other duties and possess such other powers as are incident to that office or as are assigned by the chief executive officer, president or the Board.

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 legal provision and list the applicable contract clause categories. Provision: After giving effect to the consummation of the transactions contemplated by the Transaction Documents, Company has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is solvent and able to pay its debts as they mature. No transfer of Property or assets is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary.

assistant: Solvency