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: could assess and collect taxes from those favored by the unlawful discrimination to put them on equal footing with those who had been discriminated against. Id. Third, it could apply a combination of a partial refund and a partial retroactive assessment. Id. These three options were available because the tax law was not invalid per se, but only because it discriminated against interstate commerce. Therefore, the Due Process Clause demanded only a remedy that insured that “the resultant tax actually assessed during the contested tax period reflects a scheme that does not discriminate against inter state commerce.” McKesson, 496 U.S. at 41, 110 S.Ct. 2238; see also Fulton Corp. v. Faulkner, 516 U.S. 325, 346-47, 116 S.Ct. 848, 133 L.Ed.2d 796 (1996). In M i 1, 868 P.2d 419, 426-27 (1994) (<HOLDING>). Other courts have held that the refund option Options: A. holding that director of taxation may select remedial option B. holding that granting an option to purchase constituted a trigger C. holding that under an option requiring renewal at the expiration of the lease the lessee was required to exercise the option on or before the last day of the lease D. holding that a company that sold an option to buy stock while secretly intending never to honor the option violates 10b and rule 10b5 E. holding that even if the doctrine applies to option contracts no conversion would take place until the option were exercised by the party having the right of election

assistant: The best answer is A. holding that director of taxation may select remedial option
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 case before us here based the downward departure in part on the discouraged feature of military service. USSG § 5H1.11 (“Military, civic, charitable, or public service; employment-related contributions; and similar prior good works are not ordinarily relevant in determining whether a sentence should be outside the applicable guideline range.”). While discouraged features are not forbidden bases for departures, they are to be relied on only in those exceptional cases that are “outside the heartland of the applicable Guideline.” Koon, 518 U.S. at 109. Here, the district court made no findings of fact to explain how Jared’s case is in any way exceptional. Rather, the court cited to United States v. Pipich, 688 F.Supp. 191 (D.Md.1988), in which the sentencing court, noting h Cir.1997) (<HOLDING>). The paucity of published precedent on the Options: A. holding that distinguished service record including two purple hearts did not justify downward departure B. holding that note 9 did not authorize downward departure based on drug purity C. holding that military service although exemplary 25 years prior to offense did not justify downward departure D. holding that the district courts denial of a downward departure was an exercise of discretion and therefore not reviewable E. holding that a defendants substance abuse or addiction does not justify a downward departure

assistant: The best answer is A. holding that distinguished service record including two purple hearts did not justify downward departure
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 4. The Company shall have no obligations to Verenium with respect to the use of such information, or disclosure to others not party to this Agreement, of such information which: (e) is required by applicable law, regulation or bona fide legal process to be disclosed by Company, provided, however, that Company takes all reasonable steps to restrict and maintain the confidentiality of such disclosure (including, without limitation, seeking a protective order or confidential treatment thereof, as the case may be), and provides reasonable prior written notice to Verenium of the requirement to disclose such information and the specific disclosure(s) proposed to satisfy such law(s), regulation(s) or legal process(es).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: will be deemed non-final for the purposes of the exercise of appellate jurisdiction pursuant to Rule 54(b). The application of Rule 54(b), either directly or by analogy, to the appeals of bankruptcy proceedings for the purpose of determining finality pursuant to 28 U.S.C. § 158(d) establishes a much-needed, bright- line test for determining finality, providing certainty for litigants as to whether their appeals are final for the purposes of 28 U.S.C. § 158(d). This certainty has not been provided by prior caselaw interpretations of the word finality within the meaning of § 158(d). We are authorized to apply the procedural requirements of Rule 54(b) by analogy pursuant to the supervisory power of appellate courts. See United States v. McDowell, 814 F.2d 245, 249-50 (6th Cir.) (<HOLDING>), cert. denied, 484 U.S. 980, 108 S.Ct. 478, 98 Options: A. recognizing the supervisory power of appellate courts B. recognizing inherent power of courts of appeals C. recognizing the inherent power of the courts to issue warrants D. holding pursuant to courts inherent supervisory power over courts that counsel with concurrent prosecutorial obligations may not be appointed to defend indigent persons E. holding that states may exercise their supervisory power to take custody of bank savings deposits

assistant: The best answer is A. recognizing the supervisory power of appellate courts
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: extremely serious) will not amount to discriminatory changes in the ‘terms and conditions of employment.’ ” Faragher v. City of Boca Raton, 524 U.S. 775, 788, 118 S.Ct. 2275, 141 L.Ed.2d 662 (1998) (reversing the vacation of a judgment for the plaintiff following a bench trial). In determining the existence of a hostile work environment, the totality of the circumstances must be examined. Cardenas v. Massey, 269 F.3d 251, 260 (3d Cir.2001) (reversing summary judgment on a hostile work environment claim). Circumstances include the “frequency of the discriminatory conduct; its severity; whether it is physically threatening or humiliating, or a mere offensive utterance; and whether it unreasonably interferes with an employee’s work performance.” Harris, 510 U.S. at 23,114 S.Ct. 367 (<HOLDING>). Respondeat superior liability exists where Options: A. holding that a plaintiffs retaliation claim is cognizable even in the absence of protected activity as long as his employer perceived him to be engaged in such activity B. holding that status as competing family business owners did not give petitioners sufficient social visibility to be perceived as a group by society C. holding that in criminal case a continuous chain of custody need not be proven as long as the evidence as a whole establishes that it is more probable than not that the object introduced is the same as that seized D. holding a court need not find the harassment to be psychologically injurious so long as the environment would reasonably be perceived and is perceived as hostile or abusive E. holding that the terms arbitration or arbitrate need not be used as long as binding review by a third party is clearly the intention of the parties

assistant: The best answer is D. holding a court need not find the harassment to be psychologically injurious so long as the environment would reasonably be perceived and is perceived as hostile or abusive
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: Texas. Transportation within a state can be interstate in nature and subject to the Secretary of Transportation’s jurisdiction if the transportation is part of a “practical continuity of movement” of goods bound for destinations beyond the state. Walling v. Jacksonville Paper Co., 317 U.S. 564, 568, 63 S.Ct. 332, 87 L.Ed. 460 (1943); Merchants Fast Motor Lines, 528 F.2d at 1044; Galbreath v. Gulf Oil Corp., 413 F.2d 941, 944 (5th Cir.1969); Shew v. Southland Corp. (Cabell’s Dairy Division), 370 F.2d 376, 380 (5th Cir.1966) (stating that the transport of goods originating out of state remains interstate if the interstate and intrastate legs of the journey form a continuous movement). Once goods enter into “the channels of interstate commerce,” a stop in the movem 1, 917 (5th Cir.1993) (<HOLDING>); Galbreath, 413 F.2d at 942, 947 (holding that Options: A. holding nonresident partnership not subject to personal jurisdiction of texas court although it sold and shipped to texas plaintiff goods that were subject of breach of contract claim B. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas C. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied D. holding that local delivery drivers operate in interstate commerce when they drive vehicles loaded with goods that were shipped to texas from another state temporarily stored at a warehouse in texas then delivered to a texas customer via local delivery drivers E. holding that dairy products that originated outside of texas and shipped to texas then stopped in dallas were part of a continuous movement in interstate commerce the truck drivers who delivered the products locally in texas were engaged in interstate commerce for purpose of the motor carrier act exemption

assistant: The best answer is D. holding that local delivery drivers operate in interstate commerce when they drive vehicles loaded with goods that were shipped to texas from another state temporarily stored at a warehouse in texas then delivered to a texas customer via local delivery drivers
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: prima facie case of discrimination, contrary to the directions of Texas Department of Community Affairs v. Burdine, 450 U.S. 248, 101 S.Ct. 1089, 67 L.Ed.2d 207 (1981). 8 . We note that there are seemingly unanswered questions about what is a “subsidiary fact” and what is an “ultimate fact” in a Title VII case. See, e.g., Bickel v. Burkhart, 632 F.2d 1251, 1255 n. 5 (5th Cir. 1980) (where the court comments that “[t]here is some uncertainty as to the proper scope of appellate review of a trial court’s resolution of ... [the] causation issue [in a retaliation case],” citing Van Ooteghem v. Gray, 628 F.2d 488, 491 (5th Cir. 1980)). Whether other questions of fact are subject to the clearly erroneous standard is also uncertain. See, Merriweather v. Hercules, 631 F.2d 1161 (5th Cir. 1980) (<HOLDING>). Compare, Ramirez v. Sloss, 615 F.2d 163 (5th Options: A. holding that the clearly erroneous standard of review applies to 3bllc determinations B. holding that pretext is subject to the clearly erroneous standard C. holding that the finding of intent to discriminate is a factual determination subject to the clearly erroneous standard of review D. holding that even though the court does not usually apply the clearly erroneous standard to mixed questions of fact and law this standard is properly applied to the materiality issue E. holding that a finding of accommodation is reviewed under the clearly erroneous standard of review instead of under a de novo standard

assistant: The best answer is B. holding that pretext is subject to the clearly erroneous standard
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 when executed and delivered by the Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 1337(a). Section 1337 provides jurisdiction for fair representation suits because the duty of fair representation derives from the National Labor Relations Act (“NLRA”), and the NLRA is an “Act of Congress regulating commerce.” Breininger, 493 U.S. at 83, 110 S.Ct. at 434 (citations omitted). In this context, the “fair representation claim is a separate cause of action from any possible suit against the employer.” See id. at 84, 110 S.Ct. at 435. In Breininger, for example, the employee alleged that the union represented him unfairly by refusing to refer him to potential employers. The union’s breach did not implicate a collective bargaining agreement. See id. at 71-72, 110 S.Ct. at 427-29. See also Storey v. Local 327, Int’l Brotherhood of Teamsters, 759 F.2d 517, 523 (6th Cir.1985) (<HOLDING>). Therefore, § 301 and § 1337 provide different Options: A. holding that the statute of limitations applicable to a section 301 suit was the same as that which applies to suits against an employer for breach of the collective bargaining agreement B. holding that a union may breach its duty of fair representation by rejecting an employees interpretation of the collective bargaining agreement if the unions interpretation is itself arbitrary or unreasonable C. holding that 1337 provides the jurisdictional basis for fair representation suits where no collective bargaining agreement exists D. holding that a debtorinpossession could reject a collective bargaining agreement E. holding that an employee may sue for breach of a collective bargaining agreement without the union

assistant: The best answer is C. holding that 1337 provides the jurisdictional basis for fair representation suits where no collective bargaining agreement exists
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the provisions in Sections 3 and 4 set forth above, shares of Restricted Stock with respect to which the restrictions have not yet lapsed shall immediately vest in the event of the dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving corporation, or a transaction in which another individual or entity becomes the owner of fifty percent (50%) or more of the total combined voting power of all classes of stock of the Company.

assistant: Change In Control
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 amended or modified only with the consent of the Company and the Partnership acting through the Committee or the Board; provided that any such amendment or modification materially and adversely affecting the rights of the Grantee hereunder must be consented to by the Grantee to be effective as against him or her. Notwithstanding the foregoing, this Agreement may be amended in writing signed only by the Company and the Partnership to correct any errors or ambiguities in this Agreement and/or to make such changes that do not materially adversely affect the Grantee’s rights hereunder. This grant shall in no way affect the Grantee’s participation or benefits under any other plan or benefit program maintained or provided by the Company or the Partnership.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: relies upon that implication, contending that the late notification deprived him of the opportunity to negotiate a plea bargain with awareness of the risk of an enhanced sentence. Herrera cites no authority for the proposition that he has a right to a plea offer or plea negotiations after notice that a persistent violator enhancement has been alleged. Idaho Criminal Rule 7(e) authorizes the court to allow amendment of an information at any time before the prosecution rests “if no additional or different offense is charged and if substantial rights of the defendant are not prejudiced.” The rule’s reference to prejudice to substantial rights means prejudice to the defendant’s ability to defend against the charge. See State v. Severson, 147 Idaho 694, 709-10, 215 P.3d 414, 429-30 (2009) (<HOLDING>). Cf. State v. Allen, 145 Idaho 183, 185-86, Options: A. holding that the time to disposition is more important than time to trial B. holding that the trial court did not abuse its discretion by refusing to accept the defendants guilty pleas to two counts of the indictment and stating that even if the trial court erred the error had not prejudiced the defendant because he was found guilty by the jury of the charges to which he intended to plead and the evidence of the other crimes would have been admissible in the trial for the first degree murder charge C. holding defendant not prejudiced by allowing the state to amend its indictment because he had more than adequate time to prepare his defense D. holding that more than notice to a defendant is required E. recognizing the possibility that a defendant could have been prejudiced by the actual conduct of a codefendants defense

assistant: The best answer is C. holding defendant not prejudiced by allowing the state to amend its indictment because he had more than adequate time to prepare his defense
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: stating that FIFRA’s purpose is to promote safety. See, e.g., Merrell v. Thomas, 608 F.Supp. 644 (D.Or.1985), aff'd 807 F.2d 776 (9th Cir.1986). However, Appellants fail to cite a single case in which a court has held that FIFRA’s preemptive effect is limited to cases involving product safety. “Failure to cite relevant authority where available, or to set forth why such authority is not available, constitutes an abandonment of the point under Rule 84.04(d).” Williams v. Belgrade State Bank, 953 S.W.2d 187, 190 (Mo.App.1997). Furthermore, Respondents cite cases from other jurisdictions in which courts have held that FIFRA preempts label-based claims of product ineffectiveness much like the one now before us. See, e.g., Bruce v. ICI Americas, Inc., 933 F.Supp. 781 (S.D.Iowa 1996) (<HOLDING>); Trinity Mountain Seed Co. v. MSD Agvet, 844 Options: A. holding the state law claims were not preempted B. holding that fifra preempts state law failure to warn claims C. holding that labelbased claims for damage to potato crop resulting from failure of fungicide to control fungus and dry rot are preempted by fifra D. holding that labelbased claims for damage to corn crop resulting from pesticides failure to control corn rootworms were preempted by fifra E. holding that those state law claims specifically related to labeling and packaging are preempted by fifra

assistant: The best answer is D. holding that labelbased claims for damage to corn crop resulting from pesticides failure to control corn rootworms were preempted by fifra
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: history of this case. We review the BIA’s denial of a motion to reopen for abuse of discretion. Ali v. Gonzales, 448 F.3d 515, 517 (2d Cir.2006). An alien seeking to reopen proceedings is required to file a motion to reopen no later than 90 days after the date on which the final administrative decision was rendered. See 8 U.S.C. § 1229a(c)(7)(C)(i); 8 C.F.R. § 1003.2(c)(2). There is no dispute that Williams’s motion to reopen, filed more than six years after his final order of removal, was untimely. Williams contends, however, that the time limitation should be tolled because he exercised due diligence in pursuing his claim that the first attorney who represented him in his removal proceedings provided ineffective assistance. See Rashid v. Mukasey, 533 F.3d 127, 132 (2d Cir.2008) (<HOLDING>). Williams is correct that the BIA erred in Options: A. recognizing that equitable tolling doctrines may toll the time period for filing B. holding that in order to warrant equitable tolling alien claiming ineffective assistance of counsel must demonstrate due diligence in pursuing the case during the period the alien seeks to toll internal quotation marks omitted C. holding that a petitioner must act with due diligence when pursuing an ineffective assistance of counsel claim to benefit from equitable tolling of deadlines D. holding that to establish a violation of due process an alien must show that she was denied a full and fair opportunity to present her claims internal quotation marks omitted E. holding that alien demonstrated deportation proceedings were fundamentally unfair when alien was deprived effective assistance of counsel

assistant: The best answer is B. holding that in order to warrant equitable tolling alien claiming ineffective assistance of counsel must demonstrate due diligence in pursuing the case during the period the alien seeks to toll 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 legal provision and list the applicable contract clause categories. Provision: Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the property and assets of the Borrower and its Subsidiaries (on a consolidated basis) (including goodwill and other intangibles) is greater than the liabilities, subordinated, contingent or otherwise of the Borrower and its Subsidiaries (on a consolidated basis); (b) the present fair saleable value of the property of the Borrower and its Subsidiaries (on a consolidated basis) (including goodwill and other intangibles) is not less than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries (on a consolidated basis) of their debts as they become absolute and matured; (c) the Borrower and its Subsidiaries (on a consolidated basis) have not incurred, or believe that they will incur, debts or liabilities beyond the ability of the Borrower and its Subsidiaries (on a consolidated basis) to pay such debts and liabilities as they mature; and (d) the Borrower and its Subsidiaries (on a consolidated basis) do not have unreasonably small capital with which to conduct the business in which they are engaged.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In case any provision in this Agreement or in any Note shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement or such Note, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the service may only be used by obtaining access to the battlet.net game service ( the `` battle.net service '' ) and which is subject to a separate terms of use agreement ( the `` bnet tou `` ) .

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: Mass.R.Civ.P. 56, 365 Mass. 824 (1974), and gave the parties a reasonable opportunity to present pertinent materials beyond those encompassed by the complaint. See Stop & Shop Cos. v. Fisher, 387 Mass. 889, 892 (1983). In particular, the at tachments to the department’s motion contained an affidavit of the defendant Michael T. Maloney who, by 1998, had become the Commissioner of Correction. The affidavit states, among other things, that “a comparable DDU for female inmates has not, and may never be constructed.” By adopting the department’s position as expressed in its memorandum in support of the motion, the motion judge considered this affidavit and other supplemental material in rendering her decision. See Brookline v. Medical Area Serv. Corp., 8 Mass. App. Ct. 243, 245 n.7 (1979) (<HOLDING>). Furthermore, by his submission of materials Options: A. holding that a rule 12b6 motion to dismiss should be treated as a motion for summary judgment when plaintiffs counsel relied upon facts outside the four corners of the complaint during oral argument of the motion B. holding that the motion judge by not excluding additional materials treated the motion as one for summary judgment despite the fact that the judgments entered were mislabelled C. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion D. holding that where a court considering a rule 12b6 motion relies on matters outside the pleading the motion must be treated as a rule 56 motion for summary judgment E. holding that motion to dismiss cannot be treated as summary judgment

assistant: The best answer is B. holding that the motion judge by not excluding additional materials treated the motion as one for summary judgment despite the fact that the judgments entered were mislabelled
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: One or more waivers of the breach of any provision of this Agreement by any Member shall not be construed as a waiver of a subsequent breach of the same or any other provision, nor shall any delay or omission by a Member to seek a remedy for any breach of this Agreement or to exercise the rights accruing to a Member by reason of such breach be deemed a waiver by a Member of its remedies and rights with respect to such breach .

assistant: No 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: 3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which: e. is required to be disclosed by law, provided however that the Receiving Party shall give immediate notice of any such request for disclosure and cooperate with the Disclosing Party in its efforts to obtain a protective order or other protection from the requirement or consequences of disclosure.

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 legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or electronic transmission of signature pages hereto), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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 Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Each of the Company and the Buyer acknowledges and agrees that it has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in this Agreement. The Buyer and the Company agree the Common Share Purchase Agreement, dated as of May 30, 2018, by and between the Company and the Buyer, is hereby terminated in accordance with its terms.

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: 268 (1989) and Hoechst Celanese v. National Union Ins. Co., Del.Super., 623 A.2d 1133 (1992). Both of those cases were insurance coverage declaratory judgment actions. In Monsanto, the excess carriers claimed they were under no obligation to pay because the insured had not exhausted the primary coverage. Because of the strong enough possibility of exhaustion of primary coverage, this Court found the declaratory action against the excess carriers to be ripe. Monsanto, 565 A.2d at 273. The Court in Hoechst noted the strong enough possibility that primary coverage would be exhausted, even though it had not yet been, and found the insured’s declaratory judgment action ripe. Hoechst, 623 A.2d at 1139-40. Compare Playtex Family Products v. St. Paul Surplus, Del.Super., 564 A.2d 681 (1989) (<HOLDING>). In this case, primary coverage has been Options: A. holding that tort law and the law of punitive damages are not controlled by the contract choice of law provision B. holding that punitive damages could not be granted because punitive damages are a matter of substantive law and substantive state law must yield to federal limitations C. holding a court may not award punitive damages D. holding without discussion of the punitive damages issue that judgment for embezzlement which included actual and punitive damages was nondischargeable E. holding that awards of punitive damages in toxic shock syndrome causes being speculative none had been awarded and consequent thorny unresolved problems of choice of law issues made a declaratory judgment action involving coverage of punitive damages not ripe

assistant: The best answer is E. holding that awards of punitive damages in toxic shock syndrome causes being speculative none had been awarded and consequent thorny unresolved problems of choice of law issues made a declaratory judgment action involving coverage of punitive damages not ripe
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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or, to the knowledge of the Company, any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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: TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR IN CONNECTION WITH THE TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES THEREUNDER, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. BORROWER AGREES THAT LENDER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT OF BORROWER IRREVOCABLY TO WAIVE ITS RIGHTS TO TRIAL BY JURY, AND THAT ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN BORROWER AND LENDER SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION MAY NOT BE ORALLY WAIVED AND CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, INCLUDING LENDER’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH DISPUTE OR CONTROVERSY, SEEK TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH, AND BORROWER ACKNOWLEDGES THAT LENDER HAS, IN PART, BEEN INDUCED TO MAKE THE EXTENSION OF CREDIT EVIDENCED BY THE NOTE IN RELIANCE ON THE PROVISIONS OF THIS PARAGRAPH.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees that his breach of any of the provisions of Section 5 above will cause irreparable damage to the Bank and that the recovery by the Bank of money damages will not alone constitute an adequate remedy for such breach. Accordingly, Executive agrees that such provisions may be specifically enforced against him, in addition to any other rights or remedies available to the Bank on account of any such breach, and Executive hereby waives the defense in any equitable proceeding that there is an adequate remedy at law for any such breach and agrees that injunctive or other equitable relief will not constitute any hardship upon Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Award Notice does not affect the right of the Company or a Subsidiary to take any corporate action whatsoever, including without limitation its right to recapitalize, reorganize, or make other changes in its capital structure or business, merge or consolidate, issue bonds, notes, shares of Common Stock, or other securities, including preferred stock, or options therefor, dissolve or liquidate, or sell or transfer any part of its assets or business.

assistant: Subsidiaries
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: It is acknowledged by the parties hereto that all interest and other investment income earned on amounts on deposit in the Accounts for Federal, state and local income tax purposes shall be attributed to the Borrower. The Borrower shall be responsible for determining any requirements for paying taxes or reporting or withholding any payments for tax purposes hereunder. The Borrower shall prepare and file all tax information required with respect to the Accounts and the Account Property (including providing the Depositary Bank with any applicable required tax withholding information). The Borrower agrees to indemnify and hold the Depositary Bank, the Collateral Agent and the First Lien Secured Parties harmless against all liability for tax withholding and/or reporting for any payments. Such indemnities shall survive the termination or discharge of this Agreement or resignation or removal of either the Depositary Bank or the Collateral Agent. Neither the Depositary Bank nor the Collateral Agent shall have any obligation with respect to the making of or the reporting of any payments for tax purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: defense suffice— “even if the parties concede that the defense is the only disputed issue in the case” and, in that sense, “necessary to the resolution” of the state law claim. Shinnecock Indian Nation, 686 F.3d at 138-40 & n. 5; See id. at 140 n. 4 (stating that jurisdiction is inappropriate under Grable where a federal issue is “not necessarily raised by [the plaintiffs] affirmative claims,” but rather “comes into the case as a defense”); see also, e.g., Gilmore v. Weatherford, 694 F.3d 1160, 1173 (10th Cir.2012) (“To determine whether an issue is ‘necessarily’ raised, the Supreme Court has focused on whether the issue is an ‘essential element’ of a plaintiffs claim.” (quoting Grable, 545 U.S. at 315, 125 S.Ct. 2363)); see generally Caterpillar, 482 U.S. at 393, 107 S.Ct. 2425 (<HOLDING>). And finally, if a claim does not present “a Options: A. recognizing cause of action B. recognizing the cause of action C. holding veilpiercing claim does not state cause of action under erisa and cannot independently support federal subject matter jurisdiction D. holding that federal issues interposed as a defense generally do not create a cause of action arising under federal law E. holding that a federal defense to a state cause of action does not support federalquestion jurisdiction

assistant: The best answer is E. holding that a federal defense to a state cause of action does not support federalquestion jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party shall assign this Agreement nor any of its respective rights hereunder and Hospital shall not sublease the Equipment without the prior written consent of the other party, which consent shall not be unreasonably withheld. An assignment or sublease shall not relieve the assigning party or sublessor of any liability for performance of this Agreement during the remainder of the Term. Any purported assignment or sublease made without the other party’s prior written consent shall be null, void and of no force or effect.

assistant: Binding Effects
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 will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all its property in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

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 any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of laws principles of the State of New York (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York) including all matters of validity, construction, effect, enforceability, performance and remedies. Each of Johnson Controls and Adient, on behalf of itself and the members of its Group, hereby irrevocably (a) agrees that any Dispute shall be subject to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan in The City of New York (or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in The City of New York), (b) waives any claims of forum non conveniens, and agrees to submit to the jurisdiction of such courts, as provided in New York General Obligations Law § 5-1402, (c) agrees that service of any process, summons, notice or document by United States registered mail to its respective address set forth in Section 9.10 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (d) UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers have delivered or caused to be delivered to the Bank its most recent balance sheet, income statement and statement of cash flows (as applicable, the “Historical Financial Statements” ). The Historical Financial Statements are true, complete and accurate in all material respects and fairly present the financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of the Companies’ operations for the period specified therein. The Historical Financial Statements have been prepared in accordance with generally accepted accounting principles in effect from time to time ( “GAAP” ) consistently applied from period to period, subject in the case of interim statements to normal year-end adjustments and to any customary comments and notes reasonably acceptable to the Bank.

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: Lessee covenants and agrees that it shall comply promptly with all laws, rules, and regulations of any governing body, having jurisdiction over the property or the business conducted thereon, whether federal, state or municipal or any branch thereof, and further that it will comply with the requirements of the Board of Fire Underwriters concerning the Premises.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any of the provisions of this Agreement or portion thereof are held to be inoperative or invalid by any court of competent jurisdiction, then: (a) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (b) the validity and enforceability of the remaining provisions will not be affected thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: E ach of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary for the business for which it is engaged. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by downloading , accessing or otherwise using the skyscanner services and/or skyscanner platforms , you are confirming that you have read , understood and agreed to these terms and those of the privacy policy .

assistant: Contract by using