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: The inconsistent deposition testimony of Krupnick seems to undermine their affidavits and indicate that the plaintiffs knew the true status of the Reputex registration when they signed the agreements. (Exhibit DB-1, Krupnick dep., 6/5/00, at 49,277-79.) But the court cannot resolve this credibility issue on summary judgment. 17 . The plaintiffs’ evidence on this point is, again, not compelling. In deposition testimony that contradicts his affidavit, Krupnick clearly said that he only assumed from the language of the agreements that Avecia would register Reputex in Mexico and Canada. (Exhibit DB-1, Krupnick dep., 6/5/00, at 95,277-78.) 18 . See also, Rohm and Haas Co. v. Continental Cas. Co., 732 A.2d 1236, 1253 (Pa. Super. 1999), appeal granted, 562 Pa. 673, 753 A.2d 820 (2000) (<HOLDING>). 19 . Even were Pennsylvania law to apply to Options: A. recognizing that a jury is permitted to infer an intent to deceive from circumstantial evidence B. holding defendants possession of fake ids was sufficient to infer his intent to defraud or deceive C. recognizing that jury may infer from the evidence that defendants money came from drug sales D. holding that motive is circumstantial evidence of intent E. recognizing that while it is more difficult to show actual fear without a defendants testimony a jury can infer intent from the circumstantial evidence

assistant: The best answer is A. recognizing that a jury is permitted to infer an intent to deceive from circumstantial evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor and its Subsidiaries have filed all Federal income tax returns and all other tax returns that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of Guarantor and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Guarantor, adequate.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a resident of california : you waive your rights with respect to california civil code section 1542 , which says `` a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release , which , if known by him must have materially affected his settlement with the debtor . ''

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 issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance.

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: Borrower has furnished to the Lenders (a) the audited consolidated financial statements of Borrower for the Fiscal Year ended March 29, 2013, and (b) the unaudited consolidated financial statements of Borrower for the Fiscal Quarter ended October 4, 2013. The financial statements described in the preceding sentence fairly present in all material respects the consolidated financial condition and results of operations of Borrower as of such dates and for such periods in conformity in all material respects with GAAP consistently applied, subject, in the case of unaudited financial statements only, to normal year-end accruals and audit adjustments and the absence of footnotes.

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 case excerpt and choose the best holding from the options. Case excerpt: As the Court summarized: ‘Congress’ intent to make the ERISA civil enforcement mechanism exclusive would be undermined if state causes of action that supplement the ERISA § 502(a) remedies were permitted, even if the elements of the state cause of action did not precisely duplicate the elements of an ERISA claim.’ Id. at 2499-2500; see also Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 54, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987) (noting that the ‘policy choices reflected in the inclusion of certain remedies and the exclusion of others under the federal scheme would be completely undermined if ERISA-plan participants and beneficiaries were free to obtain remedies under state law that Congress rejected in ERISA.’); Elliot v. Fortis Benefits Ins. Co., 337 F.3d 1138, 1147 (9th Cir.2003) (<HOLDING>); Dishman v. UNUM Life Ins. Co., 269 F.3d 974, Options: A. holding the conflict preemption principle announced in pilot life and clarified in rush prudential remains in force B. holding claims under the montana unfair trade practices statute were conflictpreempted because the montana law provided nonerisa damages for essentially claim processing causes of action C. holding that state common law causes of action asserting improper processing of a claim for benefits under an employee benefit plan are removable to federal court D. holding that state law causes of action arising from improper processing of a claim for benefits are preempted E. holding that an action which seeks nonerisa damages for what are essentially claim processing causes of actionf clearly falls under the 1132 preemption exemplified by pilot life

assistant: The best answer is E. holding that an action which seeks nonerisa damages for what are essentially claim processing causes of actionf clearly falls under the 1132 preemption exemplified by pilot life
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, and that the consideration given to him for the waiver and release in this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing, as required by the ADEA and the Older Workers Benefit Protection Act, that: (a) his waiver and release does not apply to any rights or claims that may arise after the date he signs this Agreement; (b) he should consult with an attorney prior to signing this Agreement (although he may voluntarily decide not to do so); (c) he has twenty-one (21) days to consider this Agreement (although he may choose voluntarily to sign this Agreement sooner); (d) he has seven (7) days following the date he executes this Agreement to revoke this Agreement; (e) this Agreement will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after Executive signs this Agreement provided that he does not revoke it (the “ Effective Date ”). If Executive revokes this Agreement before the Effective Date, Executive will not be entitled to the Separation Benefits under this Agreement. Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.

assistant: Effective Dates
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: unless otherwise required by a mandatory law of a member state of the european union or any other jurisdiction , the agreements ( and any non-contractual disputes/claims arising out of or in connection with them ) are subject to the laws of the state or country listed below , without regard to choice or conflicts of law principles .

assistant: Choice of law
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: determine appropriate punishment.” Wike v. State, 698 So.2d 817, 821 (Fla.1997). Thus, we have recognized that a resentencing must proceed “as an entirely new proceeding,” id., and that a “resentencing should proce 1997) (agreeing that because resentenc-ing is a new proceeding, the defendant may challenge the accuracy of prior convictions included on his scoresheet, even though he did not challenge them at the original sentencing). We have also recognized that because a resentencing is a new proceeding, the court is not limited by the evidence originally presented. See Lucas v. State, 841 So.2d 380, 387 (Fla.2003) (“[A] resentenc-ing court is not limited by evidence presented (or not presented) in ... the original ... sentencing phase.”); Mann v. State, 453 So.2d 784, 786 (Fla.1984) (<HOLDING>). Our decision in Mann illustrates this Options: A. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard B. holding that because resentencing following reversal is a new proceeding the state must introduce evidence that the defendant qualifies for enhanced sentencing even though such evidence was introduced in the previous sentencing hearing C. recognizing that where a remand directs a new sentencing proceeding both sides may present additional evidence D. holding that any inherent power to remand to the bia for the consideration of additional evidence should not be exercised where i the basis for the remand is an instruction to consider documentary evidence that was not in the record before the bia and ii the agency regulations set forth procedures to reopen a case before the bia for the taking of additional evidence E. holding that a defendant has the right both to present evidence to prove that the defendant does not qualify for sentencing under the act and to challenge the states evidence regarding the defendants eligibility for sentencing as a prison releasee reoffender

assistant: The best answer is C. recognizing that where a remand directs a new sentencing proceeding both sides may present additional evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. No single or partial exercise of any right or remedy under this Agreement precludes any simultaneous or subsequent exercise of any other right, power or privilege. The rights and remedies set forth in this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: alone” if it created an attorney-client privilege for information that is inculpatory without revealing any confidential communication. Other circuits have either rejected the “last link” doctrine or have interpreted Jones (and Baird v. Koerner [279 F.2d 623 (9th Cir.1960) ]) to protect client identity and fee disclosure if disclosure would reveal confidential communications. Id. at 1125 n. 11 (citing Second, Third, Sixth, Seventh, and Ninth Circuit cases); see Anderson, 906 F.2d at 1491-92 (concluding that the only exception to the inapplicability of the attorney-client privilege to fee arrangements is the rare circumstance in which compliance with the subpoena will disclose confidential communications); see also In re Grand Jury Subpoenas (Hirsch), 803 F.2d 493, 496-98 (9th Cir.1986) (<HOLDING>). Although some situations may exist where fee Options: A. holding that a party waives the attorneyclient privilege when it voluntarily consents to the disclosure of any significant part of the communication in issue B. holding that the attorneyclient privilege protects a clients identity only in limited circumstances where disclosure would convey the substance of a confidential professional communication C. holding attorneyclient privilege protects disclosure of communications but does not protect client from disclosure of underlying facts D. holding that the inadvertent disclosure of a privileged document does not waive the attorneyclient privilege if attorney took all reasonable steps to avoid disclosure and asserted the privilege as soon as the disclosure became known E. holding that the information is not protected by attorneyclient privilege

assistant: The best answer is B. holding that the attorneyclient privilege protects a clients identity only in limited circumstances where disclosure would convey the substance of a confidential professional communication
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: class members; and (ii) whether the named plaintiffs and their counsel will vigorously prosecute the action on the class’ behalf. See Rutter & Wilbanks Corp. v. Shell Oil Co., 314 F.3d 1180, 1187-88 (10th Cir.2002). In considering this second question, the experience and competence of the attorney representing the class may inform the court’s analysis. See Lopez v. City of Santa Fe, 206 F.R.D. at 289-90. Although Tenth Circuit precedent suggests that the adequacy-of-counsel analysis is conducted as a part of the 276, 1280 (11th Cir.2000)(finding that representation was inadequate where the class included those “who claim harm from the very acts from which other putative class members benefit-ted”); Broussard v. Meineke Discount Muffler Shops, Inc., 155 F.3d 331, 344 (4th Cir.1998)(<HOLDING>); Alston v. Va. High Sch. League, Inc., 184 Options: A. holding that franchisor who sued franchisees had not invoked the judicial process for purposes of a subsequent dispute B. holding that former municipal judge did not have property interest in continued employment C. holding that plaintiffs had no vested interest in former interpretation of state law D. holding that the current franchisees who had an interest in the continued viability of the franchiser had an inherent conflict with former franchisees whose only interest was in the maximization of damages E. holding that prejudice is only presumed if there is proof of an actual conflict of interest

assistant: The best answer is D. holding that the current franchisees who had an interest in the continued viability of the franchiser had an inherent conflict with former franchisees whose only interest was in the maximization of damages
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 3.21 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Holdings, the Borrower or the their respective subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance, to the extent due, have been paid. The insurance maintained by or on behalf of Holdings, the Borrower First Tier Covenant Parties or the subsidiaries is in full force and effect in all material respects in accordance with its terms and complies with the requirements set forth in Section 5.02 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: corporations as paragraph (m) of N.J.S.A. 54:10A-4. The definition essentially was identical to that contained in N.J.S.A. 54:10B-2. The Financial Business Tax Law was repealed by L. 1995, c. 295, § 1. 4 Plaintiff relied on the testimony on cross-examination of a representative of the Division of Taxation as supporting plaintiff's position that both statutory criteria were satisfied To the extent the witness's testimony was at variance with the analysis in this opinion, I reject the testimony as reflecting an erroneous interpretation of the statutory and regulatory requirements for qualification as a financial business corporation. In any event, the testimony does not bind the Director. See Petition of Adamar of New Jersey, Inc., 222 N.J.Super. 464, 475, 537 A.2d 704 (App.Div.1988) (<HOLDING>) See also Hutchinson v. Atlantic City Medical Options: A. holding that the court must consider the extent of control exercised by the defendant over the third partys means of infringement B. holding that contract providing commission was to be paid within 72 hours of closing did not condition the payment of commission on the closing C. holding that to the extent the staff of the casino control commission erred in approving payment on outstanding counter checks at branch offices the commission properly exercised its authority to reopen and vacate the approvals D. holding the state must prove that at the time of the homicide the defendant was engaged in the commission of the felony E. holding that the authority to determine the appropriate penalty is with the supervisor of liquor control and not the administrative hearing commission or the reviewing court

assistant: The best answer is C. holding that to the extent the staff of the casino control commission erred in approving payment on outstanding counter checks at branch offices the commission properly exercised its authority to reopen and vacate the approvals
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective as of the Effective Date and, shall continue until August 1, 2009 and will be renewable from year to year effective on that date subject to Early Termination or termination in accordance with this Section. This Agreement and its Term shall continue to be automatically renewed beyond the original Term provided that either Party may terminate on any date on or after August 1, 2009 by providing 180 days written notice of termination.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 357 U.S. 217 78 S.Ct. 1358 2 L.Ed.2d 1361 Ernest TRIPLETT, petitioner,v.STATE OF IOWA. No. 547. Supreme Court of the United States June 16, 1958 Mr. Thomas O. Tacy (Mr. Herbert S. French, on the brief), for petitioner. Mr. Freeman H. Forrest, Asst.Atty. Gen. of Iowa (Mr. Norman A. Erbe, Atty.Gen., on the brief), for respondent. On writ of certiorari to the Supreme Court of Iowa. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the business of Company and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of Executive’s authorized employment duties to Company or with the prior consent of the Board acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent)); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Company, except as required in the performance of Executive’s authorized employment duties to Company or with the prior consent of the Board acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required (i) for Executive’s enforcement of rights or defense of claims under this Agreement or (ii) by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Executive shall (if lawful) promptly provide written notice of any such order to the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If, during the twelve (12)-month period after a Change in Control, (i) Executive terminates her employment with the Company (or any affiliate) for Good Reason or (ii) the Company (or any affiliate) terminates Executive’s employment without Cause, Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then unvested portion of all of Executive’s outstanding stock options, including, for the avoidance of any doubt, the Options.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

assistant: Integration
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 unanimously conclude that a defendant entered or remained unlawfully in a “building,” and does not have to agree on the specific type of “building,” Washington State second-degree burglary is indivisible under the Descamps second step. As the Washington State definition of second-degree burglary is not a categorical match for “generic” burglary and because the statute is indivisible, second-degree burglary cannot be a predicate “crime of violence” under U.S.S.G. § 4B1.2(a)(2). 3. Conclusion The Court finds that neither Washington State residential burglary nor second- degree burglary are “crimes of violence” that can be predicate convictions under U.S.S.G. § 2K2.1(a)(2). See, e.g., Mathis v. United States, — U.S. —, 136 S.Ct. 2243, 195 L.Ed.2d 604, 2016 WL 3434400 (June 23, 2016) (<HOLDING>). Accordingly, Defendant is entitled to habeas Options: A. holding that first degree burglary under oregon law is broader than the definition of generic burglary because the statute does not limit burglary to buildings or structures but also includes nonstructures such as booths vehicles boats and aircraft that are regularly or intermittently used as lodgings B. holding that iowa burglary is not categorical burglary as the elements of iowa burglary law are broader than those of generic burglary C. holding that possession of burglary tools is an offense separate from burglary D. holding that virginia burglary statute comes within definition of generic burglary E. holding that burglary is violent felony

assistant: The best answer is B. holding that iowa burglary is not categorical burglary as the elements of iowa burglary law are broader than those of generic burglary
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 pay you a base salary at the rate of four hundred fifty thousand dollars ($450,000) per year, payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by Parent’s Board of Directors (the “ Board ”) or its designee in its discretion (as adjusted from time to time, the “ 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: Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to his or her death, all of the Participant’s Awards shall become fully vested and all of the Participant’s options shall become exercisable and shall remain so for a period of one year from the date of such death, but in no event after the expiration date of the options.

assistant: Death
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: ELDORADO RESORTS, INC., a Nevada corporation (the “ Borrower ”) and JPMORGAN CHASE BANK, N.A. as Administrative Agent (in such capacity, the “ Administrative Agent, ”) in connection with , each lender from time to time party thereto (collectively, the “ Lenders ”) and the Administrative Agent ( Closing Date Credit Agreement .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to a claim of procedural error, this court “review[s] the district court’s interpretation of the Sentencing Guidelines de novo, the district court’s application of the Sentencing Guidelines to the facts of a ease for abuse of discretion, and the district court’s factual findings for clear error.” United States v. Grissom, 525 F.3d 691, 696 (9th Cir.2008). Because Dulay did not object to this procedural error before the district court, we review Dulay’s claim for plain error. United States v. Hammons, 558 F.3d 1100, 1103 (9th Cir.2009). Here, the district court’s failure to calculate the applicable Guidelines range constituted a “significant procedural error” that was plainly erroneous. See Gall v. United States, 552 U.S. 38, 49, 50 n. 6, 51, 128 S.Ct. 586, 169 L.Ed.2d 445 (2007) (<HOLDING>); see also Carty, 520 F.3d at 991 (“All Options: A. holding that a sentence is procedurally reasonable if the district court committed no significant procedural error such as failing to calculate or improperly calculating the guidelines range treating the guidelines as mandatory failing to consider the 3553a factors selecting a sentence based on clearly erroneous facts or failing to adequately explain the chosen sentence emphasis added B. holding that retroactive application of advisory sentencing guidelines violated ex post facto clause because guidelines increased minimum sentencing range C. holding that district courts decision to exceed the advisory sentencing range in chapter 7 of the sentencing guidelines ussg 7b14 is reviewed for an abuse of discretion D. holding that even though the guidelines are advisory a district court must accurately calculate and consult the defendants guidelines range E. holding that despite the advisory nature of the sentencing guidelines they remain the starting point and the initial benchmark of a district courts sentencing analysis the district court should begin all sentencing proceedings by correctly calculating the applicable guidelines range and keep that range in mind throughout the sentencing process and that failing to calculate or improperly calculating the guidelines range or failing to adequately explain the chosen sentenceemdashincluding an explanation for any deviation from the guidelines range constitutes significant procedural error

assistant: The best answer is E. holding that despite the advisory nature of the sentencing guidelines they remain the starting point and the initial benchmark of a district courts sentencing analysis the district court should begin all sentencing proceedings by correctly calculating the applicable guidelines range and keep that range in mind throughout the sentencing process and that failing to calculate or improperly calculating the guidelines range or failing to adequately explain the chosen sentenceemdashincluding an explanation for any deviation from the guidelines range constitutes significant procedural error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall not, and shall not permit any of its Subsidiaries to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Subsidiary of the Borrower), except transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; provided that the foregoing restriction shall not apply to any Distribution permitted hereunder.

assistant: Transactions With Affiliates
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: 1560 (5th Cir.1992); Fraire v. City of Arlington, 957 F.2d at 1273; Hanks v. Transcontinental Gas Pipe Line Corp., 953 F,2d at 997; and Lechuga v. Southern Pacific Transportation Company, 949 F.2d at 794, 43 . See Celotex Corp. v. Catrett, 477 U.S. at 325, 106 S.Ct. at 2552; Stults v. Conoco, Inc., 76 F.3d at 656; Friou v. Phillips Petroleum Co., 948 F.2d at 974; Robertson v. Arco Oil & Gas Co., 948 F.2d at 133; Lavespere v. Niagara Machine & Tool Works, Inc., 910 F.2d at 178; Isquith v. Middle South Utilities, Inc., 847 F.2d at 198-99; and Fontenot v. Upjohn Co., 780 F.2d at 1194. 44 . See Stults v. Conoco, Inc., 76 F.3d at 656; Transamerica Ins. Co. v. Avenell, 66 F.3d 715, 718-19 (5th Cir.1995); Pavone v. Mississippi Riverboat Amusement Corporation, 52 F.3d 560, 565 (5th Cir.1995), (<HOLDING>); King v. Dogan, 31 F.3d 344, 346 (5th Options: A. holding the moving party must meet its burden by showing that is pointing out to the trial court that there is an absence of evidence to support the nonmoving partys case B. holding that the rules of procedure are structured to provide the nonmovant with substantially more time for filing affidavits than the moving party because the nonmoving party should have an opportunity to examine and reply to the moving partys papers before the court considers them C. recognizing that even where a party has the burden of proof at trial that party need not produce proof supporting his claim in response to a motion for summary judgment unless the movant has first presented evidence that would negate an element of the nonmovants claim or indicates that the nonmovant will be unable to meet his burden at trial it is never enough simply to state that the nonmoving party cannot meet its burden at trial D. holding that the moving party need not support its motion with affidavits or other evidence if the nonmovant will bear the burden of proof at trial E. holding that to survive a motion for summary judgment a party must make a showing sufficient to establish the existence of an element essential to that partys case and on which that party will bear the burden of proof at trial

assistant: The best answer is D. holding that the moving party need not support its motion with affidavits or other evidence if the nonmovant will bear the burden of proof at 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 case excerpt and choose the best holding from the options. Case excerpt: corporation accepts the benefits from and reaffirms the validity of a related party transaction after all of the “interested parties” have left the corporation, this Court holds that the successor corporation is estopped by ratification from asserting that the transaction is void. Under these circumstances, more traditional principles of ratification should be applicable. Cf. Link Assoc. v. Jefferson Standard, 223 Va. 479, 484-85 (1982) (“A party intending to repudiate a contract on the ground of fraud must act within a reasonable time and with great punctuality upon learning of the wrong. He will be deemed to have waived his right of repudiation if, after discovery of the fraud, he treats the contract as a subsisting obligation.”); Brewer v. Bank of Danville, 202 Va. 807, 814 (1961) (<HOLDING>); A.I.M. Percolating Corp. v. Ferrodine Chem. Options: A. holding that the trust fund and denuding theories of recovery were considered to belong to the debtor corporation because each action was created for the benefit of the corporation ie to vindicate injury to the corporation caused by improper actions by control persons B. holding that claims of corporation vest in corporation C. holding that individuals assumption of the role of president of the corporation and her authority to sign documents on behalf of the corporation demonstrate that she had the requisite control over the corporation for purposes of finding individual liability under section 5a D. holding that the action on the part of the corporation in making payments for so long a period without objection constituted a ratification of the agreement by the corporation E. holding that where the policy includes indemnification coverage to the corporation proceeds are not property of the estate where there is no proof of payments by corporation of payments

assistant: The best answer is D. holding that the action on the part of the corporation in making payments for so long a period without objection constituted a ratification of the agreement by the corporation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each and every term, covenant and condition thereof, including all restrictions herein contained upon the sale, transfer, assignment or other disposition or encumbrance of stock, shall be binding upon and inure to the benefit of the transferees, legatees, donees, heirs, executors, administrators, personal representatives, successors and permitted assigns of each of the parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated at any time prior to the Closing by written agreement of all of the parties hereto. Unless extended by written agreement of all of the parties hereto, this Agreement shall terminate on March 31, 2018 in the event that the Closing has not occurred by such date.

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: 4.2 you agree not to impersonate any other person while using the products , conduct yourself in an offensive manner while using the products , or use the products for any illegal , immoral or harmful purpose .

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: also weighs in favor of awarding attorney’s fees. Finally, this litigation served a clear public purpose. Unlike the plaintiff in Farrar, Plaintiffs never sought any extravagant or personal financial benefit. Instead, Plaintiffs wished only to vindicate our collective First Amendment rights. See Shaw v. Hunt, 154 F.3d 161, 167 (4th Cir.1998) (“[Rjecovery under § 1988 is meant to reward those who have undertaken successfully to fulfill the role of a private attorney general.”). While the settlement and receipt of nominal damages did little for Plaintiffs personally, their victory undoubtedly signaled to the MTA the importance of ensuring that its regulations do not intrude upon our most basic constitutional and democratic rights. See Lippoldt v. Cole, 468 F.3d 1204, 1224 (10th Cir.2006) (<HOLDING>). The Supreme Court’s decision not to grant Options: A. holding that where plaintiff sought recovery of fees against multiple defendants evidence of unsegregated fees was more than a scintilla of evidence to support fee award what a reasonable attorneys fee would be for the entire case indicates what the segregated amount should be B. holding that the statute of limitations did not commence despite the filing of a prior complaint against another physician until the defendants deposition made the plaintiff aware of the defendants involvement in the decedents death where the plaintiff failed to discover the defendants involvement because of the defendants misstatement concealment or fraud C. recognizing discretion of district court in determining a fee award D. holding that the countys permit fee violated the first amendment E. holding that a fee award was justified because the ruling against the defendants would encourage the defendants to comply with the first amendment going forward

assistant: The best answer is E. holding that a fee award was justified because the ruling against the defendants would encourage the defendants to comply with the first amendment going forward
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: Enter into any arrangement with any Person providing for the leasing by Holdings or any Restricted Subsidiary of real or personal property which is to be sold or transferred by Holdings or such Restricted Subsidiary (a) to such Person or (b) to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Holdings or such Restricted Subsidiary, except for (i) sales or transfers that do not exceed $40,000,000 in the aggregate at any one time outstanding, (ii) sales or transfers by any Loan Party to any other Loan Party, (iii) sales or transfers by any Non‑Guarantor Subsidiary to any other Non‑Guarantor Subsidiary that is a Restricted Subsidiary and (iv) any such arrangement entered into in the ordinary course of business of Holdings and its Restricted Subsidiaries.

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: The furnishing of any CONFIDENTIAL INFORMATION hereunder shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade secret or other proprietary right by the DISCLOSING PARTY to any person or entity or as implying any obligation other than is specifically stated herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: except one. While the ratio used here was higher than in United States v. Booker, 334 F.3d 406, 414 n. 3 (5th Cir.2003) (mentioning a 1 to .5 ratio), that case did not establish the correct ratio as a matter of law. See id. at 413-14 & n. 3. The ratio in Booker was not an issue and the court merely mentioned the ratio in a footnote. See id. at 414 n. 3. Even if it was error to apply the 1 to .75 ratio as opposed to the 1 to .5 ratio from Booker, the sentence here is nonetheless presumed reasonable. The properly calculated guideline range using the Booker ratio (1 to .5) is 168 to 210 months. Because the 188-month sentence imposed by the court falls within this 168 to 210 range it is presumptively reasonable. See United States v. Medina-Argueta, 454 F.3d 479, 483 (5th Cir.2006) (<HOLDING>). Britton has not overcome that presumption. Options: A. holding that when a court miscalculates the guideline range yet imposes a sentence that falls within a properly calculated guideline range the sentence enjoys a presumption of reasonableness B. holding that sentence within guidelines range enjoys a presumption of reasonableness C. holding that a sentence within the properly calculated guideline range is presumptively reasonable D. holding that consideration by a sentencing court of acquitted conduct was appropriate in establishing the applicable guideline range or in determining the sentence to impose within the guideline range E. holding that a sentence within a properly calculated guideline range is usually reasonable

assistant: The best answer is A. holding that when a court miscalculates the guideline range yet imposes a sentence that falls within a properly calculated guideline range the sentence enjoys a presumption of reasonableness
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 parties agree that certain matters in which you will be involved during your employment may necessitate your cooperation in the future. Accordingly, following the termination of your employment for any reason, to the extent reasonably requested by the Board, you shall cooperate with the Company in connection with matters arising out of your service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of your other activities. The Company shall reimburse you for reasonable expenses incurred in connection with such cooperation and, to the extent that you are required to spend substantial time on such matters, the Company shall compensate you at an hourly rate.

assistant: Cooperation