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: in having this suit considered is substantial. See United States v. W. T. Grant Co., 345 U.S. 629, 632-633, 73 S.Ct. 894, 97 L.Ed. 1303 (1953); Washington v. Lee, 263 F.Supp. 327 (M.D.Ala.1966), aff’d, 390 U.S. 333, 88 S.Ct. 994, 19 L. Ed.2d 1212 (1968). Moreover, this suit may properly be brought as a class action. At oral argument, appellant declared the class to be all citizens of South Carolina whose personal property has been subjected to “claim and delivery” and those persons whose personal property will be claimed and delivered during the pendency of the federal action. As thus defined, the class is adequately delineated and appellant is clearly an appropriate representative of the class. See Thomas v. Clarke, 54 F.R.D. 245 (D.Minn. filed November 29, 1971) (three-judge Court) (<HOLDING>). At the time of judgment the individual Options: A. holding that states are persons but conceding that this change was not envisioned as broadening the class of persons who could be held liable under the act B. holding that a class definition must be precise objective and presently ascertainable C. holding that a plaintiffs lack of knowledge regarding the number of affected persons does not bar class certification when defendant has the means to identify those persons at will D. holding adequately precise a class consisting of those persons who have had property seized under minnesotas claim and delivery law since the pendency of the federal case E. recognizing that the primary issue to be considered in whether the representative parties will fairly and adequately protect the interest of the class is a determination of whether any antagonism exists between the interests of the plaintiffs and those of the remainder of the class

assistant: The best answer is D. holding adequately precise a class consisting of those persons who have had property seized under minnesotas claim and delivery law since the pendency of the federal case
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 instant case, it is undisputed -that the statement State Farm received for Mariners Hospital’s medical services did not comply with - section 627.736(5)(d).-Specifically, the statement was not submitted on one of the required forms and did not identify each medical procedure by the Physicians’ Current Procedural Terminology. Section 627.736(5)(d) specifically provides that “[a]ll statements and bills for medical services rendered by any ... hospital ... shall be submitted to the insurer on a Health Care Finance Administration 1500 form, UB 92 forms, or any other standard form approved by the department for purposes of this billing. All billings, for such services shall, to the extent applicable, follow the Physicians’ Current Procedural Terminology_” See Pressley, 28 So.3d at 108 (<HOLDING>). Although section 627.786(4)(b) provides that Options: A. holding that when the trial court proceeded to consider affidavits submitted with motion to reconsider summary judgment the affidavits were properly before the appellate court for purposes of reviewing the propriety of the trial courts grant of summary judgment B. holding that trial court erred in denying motion for judgment of acquittal when state failed to prove venue C. holding that the trial court erred in denying state farms motion for summary judgment because the medical providers bills were not submitted on the forms required by section 6277365d and therefore no pip benefits were overdue D. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion E. holding trial court erred in denying defendants motion for arrest of judgment where indictment was insufficient

assistant: The best answer is C. holding that the trial court erred in denying state farms motion for summary judgment because the medical providers bills were not submitted on the forms required by section 6277365d and therefore no pip benefits were overdue
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: makes alternative arguments regarding the images taken from his computer and introduced by the government at trial. Proceeding on the premise that the activities in question were purely intrastate, Kinder contends that the statute, as applied, is an unconstitu tional exercise of the Commerce Clause power because: (a) there was no evidence that interstate commerce was substantially affected, and (b) the mere fact that he had internet access, without more, cannot satisfy the interstate commerce count of the statute, citing for both propositions, United States v. Lopez, 514 U.S. 549, 115 S.Ct. 1624, 181 L.Ed.2d 626 (1995); United States v. Morrison, 529 U.S. 598, 120 S.Ct. 1740, 146 L.Ed.2d 658 (2000); United States v. Corp, 236 F.3d 325 (6th Cir.2001); Un 1137, 1138-39 (10th Cir.1999) (<HOLDING>). Similarly, Kimler does not contest the fact Options: A. holding that congress could regulate an instant message that was both sent and received in utah where there was evidence that en route from the sender to the recipient the message traveled to virginia over ordinary telephone lines B. holding that there could be no risk of spillover evidence where there was significant proof that both defendants participated in all the transactions C. holding that where notice was sent via constitutionally adequate method petitioner must present substantial and probative evidence that there was improper delivery or that nondelivery was not due to the petitioners failure to provide an address D. holding that the information must establish that the court has jurisdiction over both the subject matter and the parties E. holding that there was sufficient evidence of innocent intent where both the states and defendants evidence showed that the defendant was coerced at knifepoint to enter

assistant: The best answer is A. holding that congress could regulate an instant message that was both sent and received in utah where there was evidence that en route from the sender to the recipient the message traveled to virginia over ordinary telephone lines
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: Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

assistant: Headings
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: Tregenza v. Great American Communications Co., 12 F.3d 717, 721 (7th Cir. 1993) (“Equitable tolling just means that without fault by either party the plaintiff does not have enough information to sue within the period of limitations ***.”); Lehman v. United States, 154 F.3d 1010, 1016-17 (9th Cir. 1998) (“Equitable tolling focuses primarily on the plaintiff’s excusable ignorance of the limitations period,” whereas “[ejquitable estoppel focuses on the actions of the defendant” (emphases in original)). A “nonjurisdictional federal statute of limitations is normally subject to a ‘rebuttable presumption’ in favor ‘of equitable tolling.’ ” (Emphasis in original.) Holland v. Florida, 560 U.S._,_, 130 S. Ct. 2549, 2560 (2010) (quoting Irwin v. Department of Veterans Affairs 85, 393 (1982) (<HOLDING>). Pertinent here, the doctrine has been applied Options: A. holding that the timely filing of an eeoc charge is subject to waiver estoppel and equitable tolling B. holding that the statute of limitations contained in section 2501 is jurisdictional and is not subject to tolling waiver or estoppel C. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling D. holding that the timely filing of a discrimination charge with the equal employment opportunity commission is a requirement like a statute of limitations that is subject to waiver estoppel and equitable tolling E. holding that the courts statute of limitations is jurisdictional in nature and is thus not subject to waiver or estoppel

assistant: The best answer is D. holding that the timely filing of a discrimination charge with the equal employment opportunity commission is a requirement like a statute of limitations that is subject to waiver estoppel and equitable tolling
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: apple is not responsible for addressing any claims by you or any third party relating to the apps or your possession and/or use of the apps , including , but not limited to : ( i ) product liability claims ; ( ii ) any claim that the apps fail to conform to any applicable legal or regulatory requirement ; and ( iii ) claims arising under consumer protection or similar legislation .

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: Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement within 30 days of the occurrence of such Change in Control. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall be entitled to receive an amount equal to five times the Base Compensation Employee was entitled to at the time of such termination, in one lump sum within five days of the effective date of such termination, subject to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable and all unvested restricted stock awards held by the Employee shall immediately vest. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred in the event that: (i) individuals who, as of the date hereof, constitute the Board cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though such individual was a member of the Board as of the date hereof; (ii) the Company shall have been sold by either (A) a sale of all or substantially all its assets, or (B) a merger or consolidation, other than any merger or consolidation pursuant to which the Company acquires another entity, or (C) a tender offer, whether solicited or unsolicited; or (iii) any party, other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of voting securities of the Company representing 50% or more of the total voting power of all the then-outstanding voting securities 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 case excerpt and choose the best holding from the options. Case excerpt: cocaine or heroin (or some innocuous substance). Yet that cannot be a reason for finding no probable cause.”), cert. denied, - U.S. -, 114 S.Ct. 1196, 127 L.Ed.2d 545 (1994). 6 .This opinion should not be read to hold that the mere presence of white powder residue in a plastic bag, by itself, will always give rise to probable cause. We hold only that under the circumstances of the present case, the incriminating nature of the evidence found in plain view was "immediately apparent.” This factor distinguishes this case from the situation in Hicks. In Hicks, the officer’s search of the stereo was improper because, based upon his knowledge and experience, he lacked probable cause to suspect that the equipment was stolen or evidence of a crime. See Hicks, 480 U.S. at 328, 107 S.Ct. at 1154 (<HOLDING>). 7 . John Buchanan also asserts that the Options: A. holding that the officers examination revealed that there was probable cause to believe that the property was stolen B. holding that consent searches do not require probable cause to justify the search of a home C. holding that probable cause to believe the equipment was stolen was required to justify officers search of stereo found in plain view D. holding that observance of stereo turntable in plain view did not justify police moving turntable in order to read its serial number when they lacked probable cause E. holding that where other evidence established probable cause to believe that the defendant possessed controlled substances investigating officers had probable cause to search the defendants purse for similar evidence

assistant: The best answer is C. holding that probable cause to believe the equipment was stolen was required to justify officers search of stereo found in plain view
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 the Closing Date, (i) each Purchaser shall pay its respective Purchase Price to the Company for the Shares and the Warrants to be issued and sold to such Purchaser at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall (A) cause the Transfer Agent through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program to credit, without restriction, to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system such aggregate number of Common Stock that such Purchaser is purchasing as is set forth opposite such Purchaser’s name in column (2) on the Schedule of Purchasers, (B) deliver to each Purchaser a warrant certificate, in the form attached hereto as Exhibit A , pursuant to which such Purchaser shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite such Purchaser’s name in column (3) on the Schedule of Purchasers and (C) deliver to such Purchaser the other documents, instruments and certificates set forth in Section 2.2. Notwithstanding anything to the contrary contained in the Warrants, all Warrant Shares shall be delivered via DWAC.

assistant: Closings
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 borrowers to which the tax abstracts or returns referred or to cross-examine Mortgage Pros employees who had testified before the documents were offered into evidence. (Abreu’s App. at 587-88.) These objections did not preserve a Crawford issue related to the certifications themselves. The only objection based on Crawford in response to attempts to admit the Form 2866 Certifications, Form 4340 transcripts, or tax returns received from the IRS was an objection referencing a recent Law Journal article about the impact of Crawford on business records and raising "the possibility that these records may not be admissible with simply putting tax returns in based on Crawford.” (Appellant Abreu's App. at 588.) 6 . Cf. United States v. Weiland, 420 F.3d 1062, 1077 (9th Cir.2005) (<HOLDING>), cert. denied, 547 U.S. 1114, 126 S.Ct. 1911, Options: A. holding that a simulator solution certificate was nontestimonial as it was prepared in a routine manner without regard to whether the certification related to any particular defendant B. holding that a rule 90211 certification of medical records was not testimonial noting that the court did not find as controlling the fact that a certification of authenticity under 90211 is made in anticipation of litigation what is compelling is that crawford expressly identified business records as nontestimonial evidence C. holding that routine monitoring and recording of the calls of convicted prisoners does not violate the prisoners fourth amendment rights D. holding that in the absence of exigent circumstances the police may not enter a private residence to make a routine arrest E. holding that a routine certification by the custodian of a domestic public record and a routine attestation to authority and signature are not testimonial in nature for purposes of crawford

assistant: The best answer is E. holding that a routine certification by the custodian of a domestic public record and a routine attestation to authority and signature are not testimonial in nature for purposes of crawford
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 Plan and its operations will be governed by and construed in accordance with the laws of the State of Ohio, the federal law of the United States of America, and the rules and regulations of the Securities and Exchange Commission and of any exchange or market on which Company Stock is traded, as same are now in effect or are hereafter amended.

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: This Agreement is subject to all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to § 2680(e), claims “arising out of an act or omission of any employee of the Government in administering the provisions of [The Trading with the Enemy Act]” are excepted from the waiver of sovereign immunity. 28 U.S.C. § 2680(e) (1988). In a brief and well-reasoned opinion, the D.C. Circuit has read this exception to prevent efforts by plaintiffs to use the Federal Tort Claims Act to circumvent the provisions of the Trading with the Enemy Act. Gubbins v. United States, 192 F.2d 411 (D.C.Cir.1951) (rejecting a defamation claim based on the plaintiff being placed on a list of persons pursuant to the Trading with the Enemy Act that blocked them from engaging in certain transactions); see also Schilling v. Rogers, 363 U.S. 666, 674-76, 80 S.Ct. 1288, 1294-95, 4 L.Ed.2d 1478 (1960) (<HOLDING>). The reasoning of Gubbins is applicable here Options: A. holding that judicial review of final agency action under the administrative procedure act provides the proper procedure to challenge the sufficiency of an eis B. holding that judicial review of decisions of military correction boards is review of the administrative record conducted under the administrative procedure act C. holding that the trading with the enemy acts provisions for judicial review are exclusive of any other remedy and rejecting arguments that judicial review of actions taken under the trading with the enemy act is available via the administrative procedure act D. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record E. holding that there was adequate opportunity when state court judicial review of an administrative proceeding was available

assistant: The best answer is C. holding that the trading with the enemy acts provisions for judicial review are exclusive of any other remedy and rejecting arguments that judicial review of actions taken under the trading with the enemy act is available via the administrative procedure act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Loan Parties (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate power and authority, and the legal right and all requisite governmental licenses, authorizations, consents and approvals to own and operate its Property and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other organization and in good standing (to the extent such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law, except in the case of clauses (ii) (with respect to requisite governmental licenses, authorizations, consents and approvals only), (iii) and (iv) to the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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: From and after the date of this Agreement, each of the parties shall cooperate with one another, shall do and perform such actions and things, and shall execute and deliver such documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement, including adding a person designated by Purchaser to any and all bank accounts of Purchaser. This Section shall survive closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 742 F.2d at 1258 (quoting Cuyler v. Sullivan, 446 U.S. 335, 346, 100 S.Ct. 1708, 1717, 64 L.Ed.2d 333 (1980)). Edens failed to raise his Sixth Amendment objection at trial. Therefore, in order to establish his claim now, he must demonstrate that an actual conflict of interest adversely affected his lawyer’s performance. Cuyler v. Sullivan, 446 U.S. 335, 348, 100 S.Ct. 1708, 1718, 64 L.Ed.2d 333 (1980); Selsor v. Kaiser, 22 F.3d 1029, 1032 (10th Cir.1994); United States v. Bowie, 892 F.2d 1494, 1500 (10th Cir.1990). During joint representation, an actual conflict of interest arises if the codefendants’ interests “diverge with respect to a material factual or legal issue or to a course of action.” Cuyler, 446 U.S. at 356 n. 3, 100 S.Ct. at 1722 n. 3; see also Bowie, 892 F.2d at 1500 (<HOLDING>). Edens has the burden of showing specific Options: A. holding that to demonstrate that a conflict of interest violated his sixth amendment rights a defendant must establish that an actual conflict of interest adversely affected his lawyers performance B. holding defendant must demonstrate an actual conflict of interest adversely affected his lawyers performance C. holding that defense counsels performance was adversely affected by an actual conflict of interest if a specific and seemingly valid or genuine alternative strategy or tactic was available to defense counsel but it was inherently in conflict with his duties to others D. holding that defendant must demonstrate both that counsel actively represented conflicting interests and that an actual conflict of interest adversely affected his lawyers performance to establish a sixth amendment violation E. holding that counsels dual roles as prosecutor and defense counsel in the same county were inherently antagonistic and thus created an actual conflict of interest that required disqualification

assistant: The best answer is C. holding that defense counsels performance was adversely affected by an actual conflict of interest if a specific and seemingly valid or genuine alternative strategy or tactic was available to defense counsel but it was inherently in conflict with his duties to others
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 execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “ Lien ”) of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected, provided , however , that, excluded from the foregoing in clauses (ii) and (iii) are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.

assistant: No Conflicts
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 multiple counterparts which shall together constitute a single document. However, this Agreement shall not be effective unless and until all counterpart signatures have been obtained. Faxed or electronically scanned signatures shall have the same binding effect as original signatures.

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 Borrowing to be made on the Effective Date shall be made pursuant to the applicable Notices of Borrowing given not later than 1:00 p.m. (New York City time) on the Effective Date by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice of such proposed Borrowing, by facsimile or telex. Each Notice of Borrowing shall be by facsimile or telex, confirmed promptly by the Borrower with a hard copy (other than with respect to notice sent by facsimile), specifying (i) the requested date of such Borrowing, (ii) the requested Type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, and (iv) if such Borrowing is to be comprised of Eurodollar Advances, the requested Interest Period for each such Advance; provided that, and all Borrowings to be made on the Effective Date shall consist only of Base Rate Advance (unless the initial Lenders and the Administrative Agent otherwise agree) which may, subject to the terms of this Agreement, be thereafter Converted into Eurodollar Advances. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.6(b). Each Lender shall, before 2:00 p.m. (New York City time), make available for the account of its applicable Lending Office to the Administrative Agent at its address referred to in Section 9.9, or such other location as the Administrative Agent may specify by notice to the Lenders, in same day funds, such Lender’s Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent or as otherwise directed by the Borrower with written notice to the Administrative Agent.

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: The Company and its Restricted Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, failure to comply with which could reasonably be expected to have a Material Adverse Effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: - a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner , its agent , or the law ; and

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: appears to contradict the plain language of the PSLRA. In the Opposition Brief, the Plaintiffs for the first time allege that their allegations are based, in part, upon interviews with former, unnamed employees of Party City. Opposition Brief at 21. The Second Amended Complaint contains no such allegation. See generally Second Amended Complaint. The Plaintiffs have not only failed to identify, by name, these “former employees,” they have not “described [such sources] ... with sufficient particularity to support the probability that a person in the position occupied by the source would posses the information alleged.” Novak, 216 F.3d at 314. Therefore, any arguments based upon interviews with unnamed “former employees” need not be considered. See In re Nice Systems, 135 F.Supp.2d at 572 (<HOLDING>). As mentioned, moreover, in a case alleged on Options: A. holding that the employers bald assertions that the officers thought that they were in compliance with the act did not satisfy the good faith requirement B. holding that plaintiffs must provide more than conclusory allegations to satisfy rule 9bs requirement that circumstances of fraud be pleaded with particularity C. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement D. holding analysts statements insufficient to satisfy particularity requirements because plaintiffs failed to identify with specificity the statements made by a particular defendant or describe how those statements were false or misleading E. holding that plaintiffs did not satisfy particularity requirement where plaintiffs assertions were based in part on the statements of unnamed former employees

assistant: The best answer is E. holding that plaintiffs did not satisfy particularity requirement where plaintiffs assertions were based in part on the statements of unnamed former employees
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 notices or other communications relating to the Plan and this Agreement as it relates to the Participant shall be in writing and shall be delivered personally or mailed (U.S. mail) by the Company to the Participant at the then current address as maintained by the Company or such other address as the Participant may advise the Company in writing.

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: inviting RMST to submit a formal motion for approval of any new deal. Also challenging jurisdiction under § 1292(a)(3), the amicus argues that Congress limited interlocutory review in admiralty cases to interlocutory decrees that determine rights and liabilities, and it did not grant a right to appeal every interim order. See Pickle v. Char Lee Seafood, Inc., 174 F.3d 444, 448 n. 1 (4th Cir.1999); Evergreen Int’l (USA) Corp. v. Standard Warehouse, 33 F.3d 420, 425 (4th Cir.1994). We agree with the amicus that if RMST is appealing orders under § 1292(a)(1) that simply clarify or interpret earlier orders that it failed to appeal, its appeal rights would be forfeited by its failure to appeal the earlier orders. See, e.g., Major v. Orthopedic Equip. Co., 561 F.2d 1112, 1115 (4th Cir.1977) (<HOLDING>). This principle is based on the notion that Options: A. holding that because the order lacked an independent basis it was an abuse of discretion to issue the mutual restraining order B. holding the order on appeal fails to address likelihood of success on the merits or considerations of public interest the order also fails to require a bond accordingly we remand with instructions to the trial court to either enter an order that satisfies all requirements for entry of a temporary injunction or if appropriate an order denying the injunction C. holding that court lacked jurisdiction on appeal from injunction because the order was simply an interpretation of an earlier order D. holding that under the doctrine of direct estoppel a law firms failure to appeal the bankruptcy courts earlier order barred it from challenging the courts holding on its appeal from a subsequent order E. holding that the court lacked jurisdiction to consider the appeal because it was filed before the final order awarding attorneys fees

assistant: The best answer is C. holding that court lacked jurisdiction on appeal from injunction because the order was simply an interpretation of an earlier order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement and the completion of the transactions hereunder and Payment in Full. All covenants and agreements of any Loan Party contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage; Waiver], shall survive Payment in Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof until Payment in Full.

assistant: Survival
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 plain meaning of ERISA. The State tries to distinguish Cunningham by incorrectly suggesting that the decision turned on the FLSA’s definition of “employer,” which expressly includes a “public agency.” While the FLSA does define “employer” to include a “public agency,” 29 U.S.C. § 203(d), that definition played no role in Cunningham, where the relevant statute imposed liability upon any “person” who violates the FLSA, not any “employer.” Cunningham, 108 F.3d 1376, 1997 WL 123750, at *2 (citing 29 U.S.C. § 215(a)(3)). And the Sixth Circuit'reached its holding even though the FLSA’s definition of “person,” unlike the ELSA’s definition of “employer,” does not explicitly list local governments. Compare , 29 U.S.C. § 203(a) (person), wi 8, 64, 109 S.Ct. 2304, 105 L.Ed.2d 45 (1989) (<HOLDING>); This presumption, of course, does not impose Options: A. holding that a state is not a person within the meaning of 1983 B. holding that person in 42 usc 1983 does not include states C. holding that suits under 42 usc 1983 do not override state immunity D. holding that a state is not a person under 42 usc 1983 E. holding state university is not a person under 1983

assistant: The best answer is D. holding that a state is not a person under 42 usc 1983
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you provide feedback , ideas or suggestions to spotify in connection with the spotify service or content ( `` feedback '' ) , you acknowledge that the feedback is not confidential and you authorize spotify to use that feedback without restriction and without payment to you .

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: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including the Form 10-K and other material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “ Commission Documents ”). The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the time of the respective filings, the Form 10-Q’s and the Form 10-K’s complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective filing dates, none of the Form 10-Q’s or Form 10-K’s contained any untrue statement of a material fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of 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 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: This Agreement may be terminated by the Purchaser, as to such Purchaser’s obligations hereunder, by written notice to the other parties, if the Closing has not been consummated on or before February 1, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: one of the ways that we may make ebay.com listings available to international buyers on ebay.com and on ebay 's international sites is through the global shipping program .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As used in this Agreement, references to any “subsidiary” of a specified Person shall refer to an Affiliate controlled by such Person directly, or indirectly through one or more intermediaries, as such terms are used in and construed under Rule 405 under the Securities Act (which, for the avoidance of doubt, shall include the Company’s controlled joint ventures, including shared-controlled joint ventures). The Company’s subsidiaries, as of the date hereof, are listed on Exhibit 21.01 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and, except as Previously Disclosed (as defined in Section 3.1(k)) are the only subsidiaries, direct or indirect, of the Company as of the date hereof. All the issued and outstanding shares of each subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and, except as set forth on Section 3.1(b) of the Disclosure Schedules or as Previously Disclosed, are owned by the Company or a Company subsidiary free and clear of all liens, encumbrances and equities and claims.

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: If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. Borrower also waives all defenses based on suretyship or impairment of collateral. This Note shall bind Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns; provided , however , that Borrower may not assign this Note in whole or in part without Lender’s written consent and Lender at any time may assign this Note in whole or in part.

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 case excerpt and choose the best holding from the options. Case excerpt: to any of these criteria [set forth in 40 C.F.R. 1508.27], then DOT erred in failing to prepare an EIS.”); Friends of the Earth, Inc. v. U.S. Army Corps of Eng’rs, 109 F.Supp.2d 30, 42 (D.D.C.2000) (noting that list of significance factors is “not a checklist,” but finding that the existence of several of them justified setting aside FONSI); Humane Society of the United States v. Glickman, Civil Action No. 98-1950, Tr. Hr’g Mot. T.R.O. (June 23, 1998) (remanding to agency for failure to consider significance of impacts on plaintiffs’ aesthetic interests, but emphasizing that, once agency addresses relevant environmental concerns, FONSI may still be warranted); but see Born Free USA v. Norton, Civil Action No. 03-1497, 278 F.Supp.2d 5, 2003 WL 21871640, *16 (D.D.C. Aug.8, 2003) (<HOLDING>). Plaintiffs further submit that, so long as Options: A. recognizing that our finding that defendant is entitled to voir dire potential jurors on the possible blinding impact of the e4a factor most likely will require a twojury system for all capital cases in which the state seeks to prove that factor B. holding that plaintiff was likely to succeed on merits of 349 claim premised on likelihood of confusion between marks C. holding that the presence of one intensity factor may be sufficient to deem the action significant in certain circumstances D. holding presence of a single ceq factor insufficient to conclude that plaintiffs were likely to succeed on the merits of their claim that fws acted arbitrarily and capriciously by issuing a finding of no significant impact E. holding that a defendant must show actual prejudice to succeed on an ineffective assistance of counsel claim

assistant: The best answer is D. holding presence of a single ceq factor insufficient to conclude that plaintiffs were likely to succeed on the merits of their claim that fws acted arbitrarily and capriciously by issuing a finding of no significant impact
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 counterparts, all of which will be considered one and the same Agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

assistant: Counterparts