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: to Plaintiff before the end of the fifth hour of work. Plaintiff has similarly failed to provide evidence of denial of rest breaks. Furthermore, an employee’s voluntary delay of meal breaks past the fifth hour of work (even if known to an employer) does not render an employer liable for premium pay. Brinker, 53 Cal.4th at 1040, 139 Cal.Rptr.3d 315, 273 P.3d 513; Klune v. Ashley Furniture Industries Inc., 2015 WL 1540906, *6 (C.D.Cal.2015) (noting that an employer satisfied the requirement that it provide a meal period within five hours of work where the employer knew and reprimanded an employee who — in violation of company policy — regularly clocked out after the fifth hour by choice to complete sales); Carrasco v. C.H. Robinson Worldwide, Inc., 2013 WL 6198944, *9 (E.D.Cal.2013) (<HOLDING>); Plaisted v. Dress Barn, Inc., 2013 WL 300913, Options: A. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work B. holding that where employee gave notice to employer of injury and employer told employee that nothing could be done for him through workmans compensation employer had breached statute and was liable for medical treatment which was reasonable and necessary to restore employee to maximum usefulness C. holding that an employee who claims to have been terminated by her employer for having exercised her right to disability benefits raised a cognizable claim under 510 of erisa notwithstanding the fact that she received the benefits from her employer prior to termination D. holding meal periods compensable work under flsa if employees perform duties predominantly for the benefit of the employer E. holding that an employer did not undermine a formal policy of providing meal and rest periods where the employee alleged that she forewent meal and rest periods to be able to timely complete the tasks assigned by her employer

assistant: The best answer is E. holding that an employer did not undermine a formal policy of providing meal and rest periods where the employee alleged that she forewent meal and rest periods to be able to timely complete the tasks assigned by her employer
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 a greater punishment than that authorized by the jury’s guilty verdict?” Apprendi, 530 U.S. at 494. The statute invalidated therein, the Court determined, violated the defendant’s constitutional rights to due process and to a jury trial, which, collectively, entitle the accused to have a jury determine beyond a reasonable doubt every element of a charged offense. Apprendi, 530 U.S. at 477, 490. ¶9 The Court has since applied the rule set forth in Apprendi to invalidate various sentencing schemes, in each case determining that the facts authorizing the imposition of a sentence greater than that authorized by a jury verdict or guilty plea were required to be found by a jury beyond a reasonable doubt. Cunningham v. California, 549 U.S. 270, 127 S. Ct. 856, 166 L. Ed. 2d 856 (2007) (<HOLDING>); United States v. Booker, 543 U.S. 220, 125 S. Options: A. holding that the sentencing court violated the sixth amendment when it elevated a sentence based on evidence of failed attempts to rehabilitate and a history of alcohol and drug abuse B. holding that californias indeterminate sentencing law which authorized the trial court judge to find facts exposing a defendant to an elevated upper term sentence violated the right to a jury trial C. holding that judge found sentence enhancements mandatorily imposed under the guidelines that result in a sentence greater than that authorized by the jury verdict or facts admitted by the defendant violate the sixth amendments guarantee of the right to trial by jury D. holding that the trial judge rather than the jury makes the determination of whether the defendant violated the implied consent law E. holding that term court encompasses trial by both judge and jury

assistant: The best answer is B. holding that californias indeterminate sentencing law which authorized the trial court judge to find facts exposing a defendant to an elevated upper term sentence violated the right to a jury trial
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) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or email communication) and mailed, telecopied or delivered, if to the Borrower, at the address specified opposite its signature below; if to any Lender, at its address specified in the administrative questionnaire; or, at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be mailed, telecopied or (subject to Section 12.3(b)) electronically communicated or sent by overnight courier, and shall be effective when received.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for all purposes of these terms of use , the parties consent to exclusive jurisdiction and venue in the united states federal courts or state courts located in the southern district of new york .

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: § 2802(c) dealing with franchisee misconduct was proper, but refusing to extend that rationale to § 2802(c)(4)); accord Marathon Petroleum v. Pendleton, 889 F.2d 1509, 1512 (6th Cir.1989) (“[W]e must scrutinize the reasonableness of terminations even when an event enumerated in § 2802(c) has occurred.”). Sun’s contention that courts are not authorized to second guess franchisors’ decisions pursuant to the underlying lease exception in § 2802(c)(4) is grounded in our holding in Lugar that there is no statutory basis to inquire into the objective reasonableness of franchisor business decisions made in conformity with § 2802(c)(4). See 755 F.2d at 58. The Patels challenge the viability of Lugar, arguing that the decision is in conflict with our earlier opinion in Rago, 741 F.2d at 673 (<HOLDING>), and that the 1994 Amendment to § 2802(e)(4) Options: A. holding that per se statutory rule is not permissible under fourth amendment B. holding that violation of state law was not a per se constitutional violation C. holding that the enumerated events in 2802c are not per se reasonable D. holding that constructive amendments which are per se reversible under harmless error analysis are also per se reversible under plain error analysis E. holding such agreements to be per se illegal

assistant: The best answer is C. holding that the enumerated events in 2802c are not per se reasonable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Manager and Owner represent and warrant to the other that (i) it is an entity duly authorized, validly existing and in good standing under the laws of the state in which it is formed and is qualified to do business in the state in which the Property is located, (ii) it has full power, authority and legal right to execute, deliver and perform this Agreement and to perform all of its obligations hereunder and (iii) said execution, delivery and performance of all or any portion of its obligations under this Agreement does not require any consent or approval of any governmental authority, does not violate any provisions of law or any governmental order, and does not conflict with, result in a breach of, or constitute a default under its operating agreement or any instrument to it is a party or by which it or any of its affiliates is bound.

assistant: Authority
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: did not assert any untimeliness defense until well after this litigation had already begun. According to TRG, the defense was not raised until D.C. Water’s April 21, 2010 motion for partial summary judgment, over a year after D.C. Water filed its initial answer in this action. We disagree with the Superior Court’s conclusion that the thirty-day window for claims in 21 DCMR § 5346.3 necessarily bars TRG’s recovery on these damages. Instead, we hold that the protection of filing deadlines, like 21 DCMR § 5346.3, can be waived if not timely asserted. In several eases, federal courts charged with interpreting government contracts have reached this same conclusion. See Mega Const. Co. Inc. v. United States, 29 Fed.Cl. 396, 444 (1993); H.H.O. Co. v. United States, 12 Cl.Ct. 147, 160 (1987) (<HOLDING>); Copco Steel & Eng’g Co. v. United States, 169 Options: A. holding that a contractor must provide the contracting officer with adequate notice of the basis and amount of the claim B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim D. holding in regards to an untimely claim that the contracting officer may be deemed to have waived untimeliness by considering the claim on the merits E. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision

assistant: The best answer is D. holding in regards to an untimely claim that the contracting officer may be deemed to have waived untimeliness by considering the claim on the merits
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: in all such cases , this statement shall terminate , but the following provisions will still apply : 2.2 , 2.4 , 3-5 , 9.3 , and 14-18 .

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: the language is clear") (internal quotations and citations omitted) (omission in original). 2 . American also contends the trial court erred in not holding Fairbourn to the standard of a fidu-clary with relation to American. American asserts it raised this issue in closing arguments, which were not recorded. However, the trial court did not mention the argument in its memorandum decision. We cannot rely on American's assertion that is unsupported by the record on appeal, and therefore, we cannot consider this issue on appeal. See State v. Marquez, 2002 UT App 127,¶ 7, 54 P.3d 637 (refusing to address an argument not preserved in the trial court). 3 . See, eg., Finno Dev., Inc. v. Smedes Realty, No. CV010163687S, 2001 WL 420584, at *1, 2001 Conn.Super. LEXIS 995, at "3 (April 11, 2001) (<HOLDING>); Don J. McMurray Co. v. Wiesman, 199 Neb. 494, Options: A. holding that lack of closing date in option contract did not preclude enforcement by specific performance B. holding that broker whose contract called for commission on sale of property was not entitled to commission on transfer of property to partnership in which owner had an interest and that because broker was not entitled to commission under terms of his contract he also could not recover against a third person on theory of tortious interference with that contract C. holding that contract providing commission was to be paid within 72 hours of closing did not condition the payment of commission on the closing D. holding brokers were not entitled to commission where agreement provided commission was payable at closing of real estate transaction because brokers did not produce clients that closed E. holding broker not a party to a purchase contract and therefore not liable for attorneys fees even though provision providing for payment of the brokers commission was contained in the contract

assistant: The best answer is C. holding that contract providing commission was to be paid within 72 hours of closing did not condition the payment of commission on the closing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, whenever any notice, demand, request or other communication shall or may be given to or served upon any party by any other party, or whenever any party desires to give or serve upon any other party any communication with respect to this Agreement, each such communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three (3) days after deposit in the United States Mail, registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 14.18 , (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when hand-delivered, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated in Schedule III or to such other address (or facsimile number) as may be substituted by notice given as herein provided or may be set forth in an Assignment Agreement.

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 will reduce the amount payable, if any, pursuant to this Award by all applicable withholding, including federal, state, local and foreign tax withholding as well as any other deductions applicable to payments pursuant to this Award.

assistant: Withholdings
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 questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in New York County, New York State. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York State for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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: Except as otherwise provided in the Plan, a Participant shall receive his or her entire vested Account balance allocable to a Plan Year in a lump sum within ninety (90) days of the first to occur of his or her (i) Separation from Service, (ii) Disability, or (iii) a CIC. In the event the payment event is due to a Separation from Service and as of the date of the Separation from Service the Participant is a Specified Employee, however, the lump sum shall be paid within thirty (30) days after the six (6) month anniversary of such date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (1977), reprinted in 1978 U.S.C.C.A.N. 5787, 5963. Although not defined by the Bankruptcy Code, the Fifth Circuit defines a claim as contingent if the debt “is one which will be called upon to pay only upon the occurrence or happening of an extrinsic event that will trigger the liability of the debtor to the alleged creditor.” Beaumont v. Durkay (In Matter of Ford), 967 F.2d 1047, 1051 (5th Cir.1992). While a claim may not have yet accrued under state law, it may nonetheless be treated as a contingent claim within the meaning of the Bankruptcy Code. Riverwood Int’l Corp. v. Olin Corp. (In re Manville Forest Prods. Corp.), 225 B.R. 862, 866 (Bankr.S.D.N.Y.1998) aff'd, 209 F.3d 125 (2d Cir.2000); see also Hassanally v. Republic Bank (In re Hassanally), 208 B.R. 46, 50 (9th Cir. BAP 1997) (<HOLDING>). Among the circuits, several approaches have Options: A. holding that federal law determines definition of executory contract but that state law determines whether a material breach of the contract could occur B. holding that while state law determines the existence of a claim federal law determines when a claim arises for bankruptcy purposes C. holding that state law determines when an interest is perfected when interpreting the preference avoidance provision of the bankruptcy act D. holding for 1983 actions that although state law determines the limitations period federal law determines when the claim arises E. holding that state law determines when perfection occurs for purposes of the preference avoidance provision of the bankruptcy code

assistant: The best answer is B. holding that while state law determines the existence of a claim federal law determines when a claim arises for bankruptcy purposes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay the Employee a base salary (the “ Base Salary ”) at the monthly rate of $15,000 (U.S.), payable at such times as the Company customarily pays its other senior level Employees (but in any event no less often than monthly). The Base Salary shall be subject to all state, federal and local payroll tax withholding and any other withholdings required by law. The Employee’s Base Salary may be increased by the Chief Executive Officer, the Board or any party delegated by the Board. Once increased, such increased amount shall constitute the Employee’s Base Salary.

assistant: Base Salary
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 not, and will not cause or permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction unless (a) the sale or transfer of such property is permitted by Section 6.03 and (b) any Capitalized Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.06, as the case may be.

assistant: Sales
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: if the jury posed a question about insurance during deliberations. Evidence of insurance is generally not admissible at trial unless it is offered for a purpose permitted by Federal Rule of Evidence 411. See also Piontkowski v. Scott, 65 Ohio App.3d 4, 582 N.E.2d 1002, 1003-04 (1989). Gratzianna’s brief reference to “Cincinnati Insurance” was inadvertent and unresponsive to the question Chapman’s counsel asked. ■ Counsel hurriedly diverted the jury’s attention from the comment and, unlike the cases on which defendants rely, defense counsel did not ask the court contemporaneously to strike the witness’s remark and instruct the jury to disregard it, nor did counsel ask for an immediate curative instruction. Cf. e.g., Kaltrider v. YMCA of Cleveland, Ohio, 457 F.2d 768, 770 (6th Cir.1972) (<HOLDING>); Davis v. Wal-Mart Stores, Inc., 967 F.2d Options: A. holding the lack of a contemporaneous objection could not be salvaged by a motion for a mistrial B. holding no prejudice occurred where party made contemporaneous objection to brief remark about insurance during closing argument and court gave cautionary instruction C. holding a contemporaneous objection is required to preserve an issue for appellate review D. holding that when no objection was made to jury instruction evidence to support finding based on instruction should be assessed in light of the instruction given E. holding mistrial unwarranted where contemporaneous objection was made to single mention of insurance and court gave cautionary instruction

assistant: The best answer is E. holding mistrial unwarranted where contemporaneous objection was made to single mention of insurance and court gave cautionary instruction
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: Such Partner is (i) organized, validly existing and in good standing under the laws of the jurisdiction of its formation and (ii) authorized and qualified to enter into and to perform fully all of its obligations arising under this Agreement and the Person signing this Agreement on behalf of such Partner has been duly authorized by such entity to do so.

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 legal provision and list the applicable contract clause categories. Provision: From time to time, as and when requested by any Party, any other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: does not merely prescribe a procedure, but rather a substantive right of a defendant to a reduction in its liability for fault that is fairly attributable to others and not to it. See Krieser v. Hobbs, 166 F.3d 736, 739 (5th Cir.1999) (applying § 85-5-7 after stating that “for a diversity action, we apply state substantive law”). Moreover, in terms of intendment and effect in general, app (D.N.J.1999) (applying conflicts analysis to issue of apportionment of fault to determine whether Maryland or New Jersey law substantive law governed); Stingley v. Raskey, 1995 WL 696591, at *7 (D.AIaska 1995) (describing right of third-party plaintiff to an equitable apportionment of fault between all parties as substantive right); Federated Mut. Ins. Co. v. Gray, 475 F.Supp. 679, 680 (E.D.Mo.1979) (<HOLDING>). Having determined that the issue under Options: A. recognizing ability of one or more joint tortfeasors to settle on behalf of themselves and another joint tortfeasor and then pursue that joint tortfeasor for its share of the settlement payment B. holding that right of one joint tortfeasor to implead a second joint tortfeasor and have the jury apportion the damages according to their relative degrees of fault was not merely a procedural right but a substantive right C. recognizing right of contribution against joint tortfeasor where release is obtained on his behalf D. holding that a right to be released when a joint tortfeasor has been released is a vested right E. recognizing necessity of release of joint tortfeasor against whom contribution is sought

assistant: The best answer is B. holding that right of one joint tortfeasor to implead a second joint tortfeasor and have the jury apportion the damages according to their relative degrees of fault was not merely a procedural right but a substantive right
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: trial court’s instruction a fair and accurate reflection of the law, we affirm on this basis and need not engage in an analysis of Standard Civil Jury Instruction SCJI 17.90B. To the extent the trial court analyzed the standard instruction in its March 27, 2015 Opinion, we agree with its observation that standard instructions promulgated by the Civil Instructions Subcommittee of the Pennsylvania Suprejne Court Committee for Proposed Standard Jury Instructions are not submitted to the High Court for approval and are, therefore, are only suggested. 3 . Our resolution of Appellant’s appeal obviates the need to address Appellees’ first and fourth issues, which pertain to Appellants’ claim for damages. 4 . See Cosmas v. Bloomingdales Bros., Inc., 442 Pa.Super. 476, 660 A.2d 83, 86 (1995) (<HOLDING>). 5 . Because it was, likewise, within the Options: A. holding that the government must satisfy its burden of proving contract damages B. holding that the burden is on the plaintiff C. holding that plaintiff was required to plead and prove the absence of probable cause to support his bivens claim D. holding that the burden of proving lack of negligence is on the owner E. holding dragonetti act plaintiff hag burden of proving absence of probable cause

assistant: The best answer is E. holding dragonetti act plaintiff hag burden of proving absence of probable cause
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: “matter of fact” without providing any clear basis for its opinions other than these cursory descriptions. Further, the prosecutor stated variously “I felt her responses lined up in a way that would make her not a helpful witness for the State.... [H]er responses to me seemed matter of fact and I felt like her responses would not make her a good juror for the State.... I don’t recall what it was [about Ms. Thornton], there was something that I immediately decided that I would make her one of my strikes.” These explanations all fall short of being reasonably clear and specific. It is not enough for the prosecutor simply to describe a nondiscriminatory motive without tying it to something specific about the juror herself. See United States v. Horsley, 864 F.2d 1543, 1546 (11th Cir.1989) (<HOLDING>). . ¶ 27 If the prosecutor cites demean- or as Options: A. holding that africanamerican plaintiffs claims that defendants should have known that placing him in a jail with a large population of white inmates put him at risk of being attacked were without merit because the plaintiff had not alleged any specific facts which would show that he was in danger of being assaulted by the other inmates B. holding prosecutors explanation that he struck juror because i just got a feeling about him obviously fell short of being reasonably clear and specific C. holding that plaintiff stated iied claim where officer allegedly hurled racial epithets at him and struck him without provocation D. holding that the defendant was placed in official detention when two police officers approached him and told him that he was under arrest as the defendant could not reasonably have believed that he was free to leave E. holding that allegations fell short of title vii liability where male plaintiff claimed that male coworker stood behind him and bumped into him while he mopped peeped at him in restroom and asked him to dance at christmas party

assistant: The best answer is B. holding prosecutors explanation that he struck juror because i just got a feeling about him obviously fell short of being reasonably clear and specific
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, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of 20,000 shares of Preferred Stock with an aggregate Stated Value of up to $20,000,000, with each Purchaser purchasing such number of Preferred Stock having an aggregate Stated Value equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). Each Purchaser shall deliver to the Company, if cash, immediately available funds equal to its Subscription Amount via wire transfer or a certified check, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

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: decision that conclusively resolves this issue in the context of these specific Guideline provisions. However, circuit courts have addressed the relationship between Chapter 4 and § 2L1.2. See e.g., United States v. Frias, 338 F.3d 206, 210 (3d Cir.2003) (“The Government disputes [Defendant’s] conclusion that there is a theoretical difference between Chapter 4 and § 2L1.2, arguing that each section is clearly aimed at the same thing, which is varying the punishment based on the criminal record and thus the expected dangerousness of the offender. We agree, believing that, while it may not always be appropriate to look at other sections of the Guidelines to interpret a term, such a course is warranted in this case.”); United States v. Moreno-Cisneros, 319 F.3d 456, 460 (9th Cir.2003) (<HOLDING>); United States v. Galicia-Delgado, 130 F.3d Options: A. holding that a sentencing judge would violate section 3553a by limiting consideration of the applicable guidelines range to the facts found by the jury or admitted by the defendant instead of considering the applicable guidelines range as required by subsection 3553a4 based on the facts found by the court B. holding that section 4a12 is a broadly applicable section of the guidelines C. recognizing that the epa can consider the section 404b1 guidelines when acting under section 404c D. holding that standards used in section 1988 cases are applicable to determine prevailing party under section 505b of the rehabilitation act of 1973 E. holding that a prior conviction is not a predicate offense under the sentencing guidelines if the statute that provides the basis for the prior conviction sweeps more broadly than the generic crime described in the guidelines

assistant: The best answer is B. holding that section 4a12 is a broadly applicable section of the guidelines
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: ch. 12, at 2196 (emphasis added). The subject at issue (amendment of RCW 9A.28-.020) is clearly expressed in the title of ESSB 6151. The bill has an overarching theme related to the management of sex offenders, and the title references the criminal attempt statute. The title notifies an interested reader that the amendments to the criminal attempt statute relate to the management of sex offenders. Because the title gives notice of the subjects contained within the legislation, Alexander’s claim that the criminal attempt statute violates the subject-in-title rtain 1999 tax and fee increases be nullified, vehicles exempted from property taxes, and property tax increases (except new construction) limited to 2% annually?” was a general title); Amalgamated Transit, 142 Wn.2d at 193, 217 Options: A. holding that dyfs was not required to try the title 9 action to conclusion before filing a title 30 action for the termination of parental rights B. holding title shall voter approval be required for any tax increase license tab fees be 30 per year for motor vehicles and existing vehicle taxes be repealed was a general title C. holding that a renter who stole a motor home had void title not voidable title and could not convey good title D. recognizing that in 1982 kentucky converted to a new title system for motor vehicles under which the secured creditor must perfect its security interest by noting the lien on the certificate of title to the motor vehicle E. holding that in order for claim to be within scope of coverage of title insurance policy it must be specifically provided for

assistant: The best answer is B. holding title shall voter approval be required for any tax increase license tab fees be 30 per year for motor vehicles and existing vehicle taxes be repealed was a general title
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: his account. Day was obligated to “control” the “disposition” of those funds for paying the plans’ insurance premiums. Instead, Day absconded with the funds. Because the disposition clause contains no “discretion” requirement, it is irrelevant whether Day exercised “discretion” in his thievery. “[A]ny authority or control” is enough. Therefore, in light of ERISA’s statutory text and structure, we conclude Day was a “fiduciary,” regardless of whether he possessed “discretionary authority or discretionary control” over the disposition of the plans’ assets. Our conclusion comports with the results reached by every Court of Appeals that has considered the issue. See David P. Coldesina, D.D.S., P.C., Empl. Profit Sharing & Trust v. Estate of Simper, 407 F.3d 1126, 1132-35 (10th Cir.2005) (<HOLDING>); Srein v. Frankford Trust Co., 323 F.3d 214, Options: A. holding that funds for an accountant were appropriately denied where defendant did not show that lack of an accountant prejudiced his case B. holding that the plaintiff stated a claim for breach of fiduciary duty where he alleged that the plan offered funds that charged higher fees than available alternatives that underperformed during the relevant time period and that were included in the plan because of improper influence by the plans trustee C. holding an accountant is a fiduciary under the disposition clause where he wrongfully disbursed the plans funds D. recognizing that benefit plans must designate a fiduciary to serve as the plan administrator E. holding that a termination of an erisa plans benefits must be based upon the plans terms and language

assistant: The best answer is C. holding an accountant is a fiduciary under the disposition clause where he wrongfully disbursed the plans funds
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: 872, 880 (Bankr.W.D.Tex.1997). 51 . Id. 52 . Id. See also Chase Manhattan Bank. N.A. v. Ford (In re Ford), 186 B.R. 312, 317 n. 6 (Bankr.N.D.Ga.1995). 53 . See, e.g., First Nat’l Bank of Mobile v. Roddenberry (In re Roddenberry), 701 F.2d 927, 932-33 (11th Cir.1983). 54 . Chevy Chase Bank, FSB (In re Briese), 196 B.R. 440, 450 (Bankr.W.D.Wis.1996) 55 . Citibank South Dakota N.A. v. Dougherty (In re Dougherty), 84 B.R. 653, 657 (9th Cir. BAP 1988). See. also In re Van Horne, 823 F.2d 1285, 1287 (8th Cir.1987). 56 . Dougherty, at 657; Sears, Roebuck, and Co. v. Faulk (In re Faulk), 69 B.R. 743, 757 (Bankr.N.D.Ind.1986); Chase Manhattan Bank v. Carpenter (In re Carpenter), 53 B.R. 724, 730 (Bankr.N.D.Ga.1985). 57 . Field v. Mans, - U.S. -, -, 116 S.Ct. 437, 444, 133 L.Ed.2d 351 (1995) (<HOLDING>). 58 . Deb. Ex. I. 59 . Id. 60 . Id. 61 . Pi. Options: A. holding clear and convincing standard to prove fraud or fraudulent intent and preponderance of the evidence to prove other elements under 727 B. holding that a creditor objecting to the dischargeability of a debt under 523a must prove its case by a preponderance of the evidence C. holding that the creditor must prove the elements of actual fraud D. holding that creditor did not have actual knowledge of the bankruptcy filing where the debtor informed creditor of the possibility that a bankruptcy case would be filed E. holding that the government need not prove actual notice to the prisoner

assistant: The best answer is C. holding that the creditor must prove the elements of actual fraud
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 airplane in the hangar, that the hangar itself was only accessible to Lyddon Aero Center employees or other customers, and that the facility was located on fenced property accessible only through a coded gate. Even if this information had been included, however, it is not “so probative as to negate probable cause,” Stewart, 915 F.2d at 582 n. 13, because it does not establish that Mr. Ruiz had a legitimate expectation of privacy in the hangar in the circumstances of this case. Mr. Ruiz urges us to find he had a reasonable expectation of privacy in the hangar comparable to a tenant’s expectation of privacy in his rented house or a motel occupant’s expectation of privacy in his motel room. See, e.g., Stoner v. California, 376 U.S. 483, 487-90, 84 S.Ct. 889, 11 L.Ed.2d 856 (1964) (<HOLDING>); Chapman v. United States, 365 U.S. 610, Options: A. holding that absent consent or exigent circumstances law enforcement officers cannot legally search for the subject of an arrest warrant in the home of a third party without first obtaining a search warrant B. holding that the defendants unlawful arrest in his hotel room rendered his subsequent consent to the search of his room invalid even though he signed a consent form allowing the search after his arrest because the government completely failed to address whether there was a break in the causal relationship between the unlawful arrest and the subsequent search C. holding that hotel night clerks consent to search an occupied guest room was not valid consent and the evidence obtained from the search was inadmissible D. holding that search of hotel room without a search warrant and without consent of absent guest was unlawful even though hotel clerk had consented to search E. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises

assistant: The best answer is D. holding that search of hotel room without a search warrant and without consent of absent guest was unlawful even though hotel clerk had consented to search
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: made in a distinctly different context. The Court recognizes that the two statutes are similar in some ways, but dissimilar in others such as in comparing the scopes of the substantive rights protected and Congress’s intent with respect to available remedies outside the statutes themselves. The law is not so clear in light of the Kendall case alone to warrant the Court changing its opinion on this issue in which it carefully analyzed the various arguments and existing case law. Nevertheless, money damages are not recoverable against a state and its officials acting in their official capacities under § 1983 alone because there is no abrogation of the states’ Eleventh Amendment immunity. See Will v. Michigan Dept. of State Police, 491 U.S. 58, 66, 109 S.Ct. 2304, 105 L.Ed.2d 45 (1989) (<HOLDING>). As the Court discussed in its opinion of Options: A. holding that congress did not intend to disturb the states eleventh amendment protection in passing 1983 B. holding that congress did not properly abrogate states eleventh amendment immunity from suits under the patent act C. holding that 1983 does not override states eleventh amendment immunity D. holding that 1983 does not override a states eleventh amendment immunity E. holding that congress did not intend to abrogate eleventh amendment immunity in enacting 42 usc 1983

assistant: The best answer is A. holding that congress did not intend to disturb the states eleventh amendment protection in passing 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 legal provision and list the applicable contract clause categories. Provision: In any Action among the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware; (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such Action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof. Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 11.2 shall be effective service of process for any such Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

assistant: Jurisdictions
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 following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrower (on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinate, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower (on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, as such debts and other liabilities become absolute and matured; (c) the Borrower (on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinate, contingent or otherwise as they become absolute and matured; and (d) the Borrower (on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted following the Effective Date.

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: No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Transferor or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

assistant: Use Of Proceeds