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: Medicaid benefits). Some courts have adopted a theory of implied certification which imposes liability under the FCA: “Where the government pays funds to a party and would not have paid those funds had it known of a violation of a law or regulation, the claim submitted for those funds contained an implied certification of compliance with the law or regulation and was fraudulent.” United States ex rel. Pogue v. Diabetes Treatment Ctrs. of Am., Inc., 238 F.Supp.2d 258, 264 (D.D.C.2002) (listing courts that have also adopted some form of this so-called implied certification theory). However, many courts have also held, “Violations of laws, rules, or regulations alone do not create a cause of action under the FCA.” United States ex rel. Hopper v. Anton, 91 F.3d 1261, 1266 (9th Cir.1996) (<HOLDING>); see also United States ex rel. Hendow v. Options: A. holding that alleged violations of a state statute did not give rise to federal constitutional claims B. holding that expressions of puffery and corporate optimism do not give rise to securities violations C. holding that failure to record an assignment does not give rise to a cause of action D. holding that these regulatory violations do not give rise to a viable fca action E. recognizing that while not all breaches of contract or regulatory violations automatically give rise to liability under the fca the false certification of compliance creates liability when certification is a prerequisite to obtaining a government benefit

assistant: The best answer is D. holding that these regulatory violations do not give rise to a viable fca action
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 hereby agrees that Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company's organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this Agreement and the Release.

assistant: Indemnifications
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: causation, the result would not be that surcharge was unavailable to all Plaintiffs, but rather that the availability of surcharge would turn on individualized issues, such as whether a particular employee would have demanded a higher salary to offset the diminished retirement benefits. But in this scenario — hopefully merely a hypothetical one — in which the Court’s class-wide causal inference for make-whole surcharge was legal error, unjust-enrichment surcharge might still be available on a classwide basis. For example, the Court could draw the inference, informed by basic economics, that if CIGNA had disclosed that its pension benefits were less valuable, some proportion of employees would have demanded and received higher salaries. See 1 Handbook of Labor Economics 641-42 (1986) (<HOLDING>); Inland Steel Co. v. NLRB, 170 F.2d 247, Options: A. recognizing change B. recognizing this rule C. recognizing rule D. recognizing basic wagepension tradeoff E. recognizing presumption

assistant: The best answer is D. recognizing basic wagepension tradeoff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in conflict of law and in law that is foreign. Id. at 508-09, 67 S.Ct. at 843. Forum non conveniens “has always afforded great deference to the plaintiffs forum choice.” Pirelli Tire, 247 S.W.3d at 675. But the doctrine “generally affords substantially less deference to a nonresident’s forum choice.” Id. Dismissal based on forum non conveniens is appropriate “when there are sufficient contacts between the defendant and the forum state to confer personal jurisdiction upon the trial court, but the case itself has no significant connection to the forum.” Id. We apply the Texas doctrine of forum non conveniens to determine whether this Jones Act case may proceed in a Texas state court. American Dredging Co. v. Miller, 510 U.S. 443, 453-54, 114 S.Ct. 981, 988, 127 L.Ed.2d 285 (1994) (<HOLDING>). As a state court applying federal substantive Options: A. holding that jurisdiction must be resolved before applying the act of state doctrine because that doctrine is a substantive rule of law B. holding that issue concerning forum non conveniens decision was not suitable for interlocutory appeal in part because a forum non conveniens decision is inherently factsensitive C. holding that the unavailability absent compulsory process of a witness would result in serious injustice thus was a sufficient factor in granting the forum non conveniens motion D. holding that the jones act does not preempt state law in applying the doctrine of forum non conveniens and thus state law governs E. holding that a district court may dismiss based on forum non conveniens without first addressing personal jurisdiction

assistant: The best answer is D. holding that the jones act does not preempt state law in applying the doctrine of forum non conveniens and thus state law governs
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: calls were made. He does not plead when he asked Green Tree to cease calling him, nor how he asked. The factual allegations in the complaint represent nothing more than “a formulaic recitation of the elements of a cause of action,” Twombly, 550 U.S. at 555, 127 S.Ct. 1955, and such “[tjhreadbare recitals ... supported by mere conclusory statements do not suffice,” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Hanley merely states what he understands the TCPA to proscribe, and then goes on to plead threadbare and conclusory facts that allege the elements of a prima facie cause of action under the Act, but nothing more. Hanley’s complaint, therefore, is highly suspect because it merely recites naked facts mimicking the elements of a cause of action under the TCPA. See McCauley, 671 F.3d at 617 (<HOLDING>). The Court explained in Iqbal that “the Options: A. holding that the plaintiffs complaint was insufficient under twombly and iqbal because most of the facts alleged were actually legal conclusions or elements of the cause of action which may be disregarded on a motion to dismiss B. holding prior to twombly that courts were not required to accept the truth of legal conclusions contained in a plaintiffs complaint C. holding that a court is not required to accept legal conclusions cast in the form of factual allegations if those conclusions cannot reasonably be drawn from the facts alleged D. holding that the elements of a cause of action were not subject matter jurisdictional simply because the statute that created the cause of action provided that district courts shall have jurisdiction of such actions E. holding that the court may consider an article not attached to the complaint in determining whether to dismiss the complaint because the article was integral to and explicitly relied on in the complaint and because the plaintiffs did not challenge its authenticity

assistant: The best answer is A. holding that the plaintiffs complaint was insufficient under twombly and iqbal because most of the facts alleged were actually legal conclusions or elements of the cause of action which may be disregarded on a motion to dismiss
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: discussions not directed at the suspect. E.g., Rodriguez v. State, 906 So.2d 1082, 1091 (Fla. 3d DCA 2004) (court concluded that, under Innis, denial of motion to suppress was proper where defendant volunteered statement as the officers were huddled together and pondering out loud whether the appellant’s motorcycle was stolen; the court reasoned that “the statements were not the product of the functional equivalent of an interrogation”). Second, the accusatory statement about the drugs was reasonably likely to elicit an incriminating response from Origi. The statement assumed that Origi possessed the drugs, and called for him to comment on the quantity. Confronting Origi about the drugs added an element of compulsion to the case. See Moore v. State, 798 So.2d 50, 53 (Fla. 1st DCA 2001) (<HOLDING>); State v. Koltay, 659 So.2d 1224, 1226 (Fla. Options: A. holding that no seizure occurred where officer approached the suspect at the bus stop mentioned that he was investigating a bank robbery asked the suspect what he was doing in the area and for his identification and otherwise gave no indication that the suspect was not free to leave or to refuse to respond to questioning B. holding that fifth amendment protection against selfincrimination requires police to notify suspect of right to counsel and to cut off interrogation once suspect invokes the right absent counsel further interrogation may not occur unless suspect initiates subsequent conversation if police initiate subsequent interrogation there can be no valid waiver of counsel even though police advise suspect of his or her constitutional rights and suspect acquiesces in the interrogation C. holding it was not the functional equivalent of interrogation when police officer answered defendants questions about his job the death penalty or murder charges in general D. holding that police officers had probable cause to arrest a suspect where the facts suggest a fair probability that the suspect has committed a crime E. holding that an officer engaged in the functional equivalent of interrogation when he asked a suspect to identify clothing found at a crime scene after the suspect was in custody and had invoked his right to silence regardless of the officers intentions

assistant: The best answer is E. holding that an officer engaged in the functional equivalent of interrogation when he asked a suspect to identify clothing found at a crime scene after the suspect was in custody and had invoked his right to silence regardless of the officers intentions
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: Treasury has no liability for any amounts that any broker, finder or investment banker is entitled to for any financial advisory, brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

assistant: Brokers
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 contains the entire agreement of the parties with respect to the subject matter herein and supersedes any prior written or oral agreements or understandings between the parties with respect to the subject matter herein. including any employment agreements or offer letters.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties understand and agree that the preceding Sections recite the sole consideration for this Agreement; that no representation or promise has been made by Employee, Company, or any other Released Party concerning the subject matter of this Agreement, except as expressly set forth in this Agreement; and that all agreements and understandings between the Parties concerning the subject matter of this Agreement are embodied and expressed in this Agreement. This Agreement shall supersede all prior or contemporaneous agreements and understandings among Employee, Company, and any other Released Party, whether written or oral, express or implied, with respect to the employment, termination, and benefits of Employee, including without limitation, any employment-related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Agreement as having continued or continuing effect.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

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

user: 5. Ownership: All Confidential Information remains the property of Disclosure and/or its licensors. However, the foregoing does not give Recipient the right to disclose (except as set forth in Section 3) the financial, statistical, or personnel information or the business plans of Discloser, and the foregoing shall not be deemed to grant to either party a license under the other party's copyright or patents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As used in this Agreement, the term “ Confidential Information ” includes all information furnished by or on behalf of Catalent or Client (the “ Discloser ”), its Affiliates or any of its or their respective Representatives, to the other party (the “ Recipient ”), its Affiliates or any of its or their respective Representatives, whether furnished before, on or after the Effective Date and furnished in any form, including written, verbal, visual, electronic or in any other media or manner and information acquired by observation or otherwise during any site visit at the other party’s facility. Confidential Information includes all proprietary technologies, know-how, trade secrets, discoveries, inventions and any other intellectual property (whether or not patented), analyses, compilations, business or technical information and other materials prepared by either party, their respective Affiliates, or any of its or their respective Representatives, containing or based in whole or in part on any information furnished by the Discloser, its Affiliates or any of its or their respective Representatives. Notwithstanding the foregoing, Client’s Confidential Information shall include: (i) the medical, clinical, toxicological or other scientific data or information relating to the Product (including, without limitation, pre­ clinical and clinical data, process condition data, notes, reports, models, analyses, and samples), (ii) the manufacture, production, procedures and processes, as well as analytical methodology, used in the testing, assaying, analysis, production, and packaging of the Product (in each case to the extent specifically related to the Product); (iii) Client’s provided materials and substances for the Product; (ii) all Specifications, Client IP and [*] Inventions; and (iii) Client’s other information and non-patented proprietary rights (to the extent not already included in this definition of Confidential Information) with respect to the Product. Confidential Information also includes the existence of this Agreement and its terms.

assistant: Definitions
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: contract between Luray and CGS was never truly cancelled, and that Lu-ray fabricated this story to justify the termination of his employment (calling it. a "premeditated conspiracy”). (Cómpl, at 6.) Tillman attaches and references a statement from Keisha Cockrell, a CGS employee, which he claims corroborates this account. (Feb. 26, 2014, Ltr. (Revised Request for Summ. J. (Dkt. 35), Ex. D (Dkt. 35-1)) at ECF page 15.) However, Cockrell’s statement does not. create a genuine issue of material fact. The statement is unsworn and from a source with no apparent personah knowledge of the contract negotiations. In general, unsworn letters carry little to no weight as evidence in opposition to a motion -for summary judgment. See Hill v. Rayboy-Brauestein, 467 F.Supp.2d 336, 361 (S.D.N.Y.2006) (<HOLDING>); see also United States v. Jude Hotel Corp., Options: A. holding that a signed but unsworn letter which is not otherwise authenticated is hearsay and should not be considered as evidence in opposition to a motion for summary judgment B. holding that hearsay in affidavit which would be inadmissible in evidence at trial could not be considered on motion for summary judgment C. holding that unsworn statements may not be considered on a motion for summary judgment D. holding that an unsworn letter is not proper summary judgment proof E. holding that hearsay statement did not constitute competent evidence and thus could not be considered in opposition to motion for summary judgment

assistant: The best answer is A. holding that a signed but unsworn letter which is not otherwise authenticated is hearsay and should not be considered as evidence in opposition to a motion for summary judgment
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 Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee”, the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 12 (but subject otherwise to the provisions of Section 14 of the Plan). Performance Compensation Awards (including, without limitation, Cash-Based Performance Awards) may be settled in cash, shares of Common Stock, Restricted Stock and/or Restricted Stock Units.

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 legal provision and list the applicable contract clause categories. Provision: Each Grantor agrees to pay promptly when due all Taxes imposed upon such Grantor or any of its direct or indirect Subsidiaries or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on the books of such Grantor or such Subsidiaries, as applicable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ms. Checo’s reply did not provide any additional facts about the circumstances of her homelessness, assert that her homelessness was the cause of her late filing, or allege that she showed due diligence in any way. II. ANALYSIS “In order to obtain review by the Court of Appeals for Veterans Claims of a final decision of the Board of Veterans’ Appeals, a person adversely affected by such decision shall file a notice of appeal with the Court within 120 days after the date on which notice of the decision is mailed.” 38 U.S.C. § 7266(a). Here, Ms. Checo’s Notice of Appeal was due on or before November 4, 2011. Because her Notice of Appeal was untimely, it will not be accepted by the Court unless equitable tolling is warranted. See Bove v. Shinseki, 25 Vet.App. 136 (2011) (per curiam order) (<HOLDING>). Ms. Checo asserts that equitable tolling is Options: A. holding that the ninetyday filing requirement is not a jurisdictional prerequisite and is subject to equitable tolling B. holding that equitable estoppel and equitable tolling cannot apply to extend the 120day noa filing period set forth in 38 usc 7266a C. holding title vii subject to equitable tolling D. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling E. holding that the timely filing of an eeoc charge is subject to waiver estoppel and equitable tolling

assistant: The best answer is D. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

assistant: Interpretations
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: 579,‘582 n. 10 (1984). 6 . An expert is not always necessary to prove damages without “unreasonable speculation.” In Maxfield, for example, the plaintiff based his request for front pay solely on his prior earnings history. Plaintiff adequately proved his damages because "[t]here were no projections in earnings for which expert testimony was required." , 766 F.2d at 797. But see Kolb, 694 F.2d at 873 (proof of future raises was too speculative without expert testimony or objective evidence of past raises). 7 . The term "position” includes the duties of an employee as well as his title. To hold differently would permit an employer to escape liability merely by reassigning the duties of an unlawfully terminated employee to others holding different titles. See Bartek, 882 F.2d at 747 (<HOLDING>). 8 . Plaintiff may thus recover front pay Options: A. holding that under the similar tex log govt code ann 2140012a where appellant failed to request writ of certiorari and no evidence existed in record presumption was that sufficient evidence existed to uphold boards decision B. holding that plaintiff failed to offer sufficient evidence to support a finding that a similar position existed after his termination C. holding evidence insufficient to support finding of implied contract D. holding governments position substantially justified where sufficient support existed in precedent E. holding evidence which was similar to the evidence offered here to be factually sufficient to support an award of attorneys fees

assistant: The best answer is B. holding that plaintiff failed to offer sufficient evidence to support a finding that a similar position existed after his termination
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 not be assigned by any Party, in whole or in part, without the prior written consent of the other Parties, such consent not to be unreasonably withheld; provided, however that, any Party may assign this Agreement without the consent of the other Parties to any Affiliate of the assigning Party, or in connection with the sale or other transfer of (i) all or substantially all of Resolute’s interest in the Leases, Existing Wells or Subsequent Wells (each, as defined in the Commercial Agreements) by Resolute, or (ii) all or substantially all of Gatherer’s System (as defined in the Commercial Agreements) by Buyers; and provided, further , that any assignment of this Agreement shall extend to and be binding on the Parties, their successors and assigns, including, without limitation, any subsequent assignees of Resolute’s interests in the Leases and Wells or any subsequent assignees of Gatherer’s System. Without limiting the foregoing, Resolute shall not assign any of its interests in the Leases, Wells, gas or water dedicated and committed to the Commercial Agreements unless the assignee (or assignees) executes a joinder to this Agreement by which such assignee (or assignees) expressly assumes the rights, obligations and liabilities of the assignor under this Agreement. Similarly without limiting the foregoing, Buyers shall not assign any of its interests in Gatherer’s System (as defined in the Commercial Agreements) unless the assignee (or assignees) executes a joinder to this Agreement by which such assignee (or assignees) expressly assumes the rights, obligations and liabilities of the assignor under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 29, 33, 888 P.2d 475, 479 (Ct.App.1994) (citing NMSA 1978, § 39-3-2 (1966)), rev’d on other grounds by 1998-NMSC-050, 126 N.M. 413, 970 P.2d 599. A final order is commonly defined as an order that decides all issues of fact and law necessary to be determined or which completely disposes of the case to the extent the court had the power to dispose of it. See B.L. Goldberg & Assocs. v. Uptown, Inc., 103 N.M. 277, 278, 705 P.2d 683, 684 (1985). However, finality “is to be given a practical, rather than a technical, construction.” Kelly Inn No. 102, Inc. v. Kapnison, 113 N.M. 231, 236, 824 P.2d 1033, 1038 (1992), limited on other grounds by Trujillo v. Hilton of Santa Fe, 115 N.M. 397, 398, 851 P.2d 1064, 1065 (1993); see State v. Apodaca, 1997-NMCA-051, ¶ 15, 123 N.M. 372, 940 P.2d 478 (<HOLDING>). {12} The State notes that the district Options: A. recognizing the right to trial by jury is a constitutional right to be given the same protections as other constitutional rights B. holding the court will adopt the practical construction placed upon a contract by the parties C. holding that there is no constitutional right to appeal a criminal conviction D. recognizing that the constitutional right to appeal must be given a practical construction E. recognizing the right to counsel on appeal

assistant: The best answer is D. recognizing that the constitutional right to appeal must be given a practical construction
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: request for a new penalty hearing and Elli ure to state such a ground [for relief] in the [PCRA] petition shall preclude the defendant from raising that ground in any proceeding for post-conviction collateral relief’). Even if we were to assume, for purposes of argument, that Elliott preserved his Brooks claim by referencing trial counsel’s failure to meet with him prior to trial in the context of the separate issue challenging counsel’s failure to inves tigate evidence of Elliot’s prior bad acts, he would not be entitled to relief on the merits of the claim. It is clear that a majority of this Court in Brooks expressly required that counsel representing a defendant in a capital murder trial conduct a substantive, face-to-face consultation with the defendant prior to tr 90, 896 (1999) (<HOLDING>); Commonwealth v. Bundy, 421 A.2d at 1051 Options: A. holding that to establish ineffectiveness on the basis of alleged inadequate pretrial consultation the defendant must establish that counsel inexcusably failed to raise issues that had they been proffered would have entitled him to relief B. holding that where counsel has failed to file or perfect an appeal despite the defendants request it is clear that the defendant need not demonstrate that but for the ineffectiveness of counsel such an appeal would have succeeded or even would have merit C. holding that counsel cannot raise his or her own ineffectiveness D. holding that ineffectiveness of postconviction counsel could establish cause to reopen judgment but ineffectiveness of postconviction appellate counsel could not E. holding that it would be improper for original trial counsel to raise the issue of his own alleged ineffectiveness in a posttrial habeas corpus case

assistant: The best answer is A. holding that to establish ineffectiveness on the basis of alleged inadequate pretrial consultation the defendant must establish that counsel inexcusably failed to raise issues that had they been proffered would have entitled him to relief
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 Agent hereby appoints The Bank of New York Mellon Trust Company, N.A. to act on its behalf as the Collateral Agent hereunder and under the Collateral Documents to which the Collateral Agent is a party and authorizes the Collateral Agent to take such actions on its behalf as are delegated to the Collateral Agent by the terms hereof or thereof.

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: issue of material fact and the moving party is entitled to judgment as a matter of law. See Fed.R.Civ.P. 56(c). A court must view the evidence in the light most favorable to the non-moving party. See Matsushita Elec. Indus. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). The burden of showing an absence of a genuine issue of material fact is initially on the moving party. See Celotex Corp. v. Catrett, 477 U.S. 3 996) (allowing a malicious prosecution claim to proceed under § 1983). While the Third Circuit has held that a plaintiff must have been "seized” in order to proceed with a malicious prosecution claim under section 1983, it has set a very low threshold for a finding of seizure. See Gallo v. City of Philadelphia, 161 F.3d 217, 222 (3d Cir.1998) (<HOLDING>). Gatter’s post-indictment restrictions, which Options: A. holding that postindictment restrictions on the plaintiff such as requiring him to post a bond attend all court hearings contact pretrial services on a weekly basis and prohibiting him from traveling outside of new jersey constituted seizure for the purpose of a section 1983 malicious prosecution claim B. holding the same for malicious prosecution C. holding that a 1983 due process claim that essentially contests the fairness of the plaintiffs prosecution is similar to his malicious prosecution claim and claims resembling malicious prosecution do not accrue until the prosecution has terminated in the plaintiffs favor D. holding that section 1983 claims alleging due process violations stemming from malicious prosecution are unavailable when a state malicious prosecution action exists E. holding that a plaintiffs allegations that the defendant seized him pursuant to legal process that was not supported by probable cause and that the criminal proceedings terminated in his favor are sufficient to state a 1983 malicious prosecution claim alleging a seizure that was violative of the fourth amendment

assistant: The best answer is A. holding that postindictment restrictions on the plaintiff such as requiring him to post a bond attend all court hearings contact pretrial services on a weekly basis and prohibiting him from traveling outside of new jersey constituted seizure for the purpose of a section 1983 malicious prosecution claim
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: cognizable in a reconsideration context, the Court must deny defendants’ alternative motion for reconsideration. Having disposed of defendants’ motion in its entirety, the Court now turns to the issue of whether this Court should decertify plaintiffs’ class pursuant to Fed.R.Civ.P. 28(c)(1). C. Rule 23(c)(1) Reconsideration Federal Rule of Civil Procedure 23(c)(1) provides, in part, that: “An order under this subdivision may be conditional and may be altered or amended before the decision on the merits.” Fed.R.Civ.P. 23(c)(1). Under this Rule, trial courts are permitted to decertify, in whole or in part, any class that had been previously certified if the facts before the Court require such a result. See Miera v. First Sec. Bank of Utah, N. A., 925 F.2d 1237, 1241-12 (10th Cir.1991) (<HOLDING>). Indeed, district courts are required to Options: A. holding that a trial court may decertify a class action pursuant to rule 23c1 B. holding that no class member may opt out of a rule 23b1 class action C. holding the court was not required to decide the issue of whether the district court properly certified a rule 23b2 class because the court already concluded that the district court appropriately certified the class under rule 23b3 citing authority for the proposition that a court need only find that a class action may be maintained under any of the three subdivisions D. holding that the right of all putative members of a proposed class in an action filed pursuant to kansass class action rule of civil procedure to file a separate action is preserved pending the determination of whether the initial case shall be maintained as a class action E. holding that putative class members are not parties to an action prior to class certification

assistant: The best answer is A. holding that a trial court may decertify a class action pursuant to rule 23c1
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 hereby agrees to continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, under the terms set forth in this Agreement. The Executive will serve as the Senior Vice President, Strategy and Corporate Development and shall perform such duties as are ordinary, customary and necessary in such role. The Executive will report directly to the President and CEO. The Executive shall devote his full business time, skill and attention to the performance of his duties on behalf of the Company.

assistant: Titles
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 Executive may revoke the Agreement at will within seven (7) days after he executes the Agreement (the “ Revocation Period ”) by giving written notice of revocation to Company. Such notice must be delivered to James Patton, and must actually be received by him at or before the above-referenced seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement within the Revocation Period, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Agreement within the Revocation Period, the effective date of this Agreement (the “ Effective Date ”) shall be the eighth (8 th ) day after the day on which Executive executes this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: 371, 397-98, 25 L.Ed. 717 (1879) (upholding statute which permitted circuit courts to appoint election supervisors); see also Morrison v. Olson, 108 S.Ct. at 2613, 2614 n. 20 (detailing other non-adversarial functions courts may exercise); Keller v. Potomac Elec. Power Co., 261 U.S. 428, 442-43, 43 S.Ct. 445, 448-49, 67 L.Ed. 731 (1923) (ruling that Congress’ power to exercise exclusive legislation over District of Columbia permitted it to assign district courts the responsibility to oversee Public Utilities Commission). . The test is whether an assignment of authority to the judicial branch presents an “incongruity in the duty required as to excuse the courts from its performance, or to render their acts void.” Siebold, 100 U.S. at 398; see also Morrison v. Olson, 108 S.Ct. at 2610 (<HOLDING>); Hobson v. Hansen, 265 F.Supp. 902, 914 Options: A. holding that defendant did not have a special responsibility to exercise independent judgment in the plaintiffs behalf and to look after the plaintiffs interests B. recognizing the existence of the special relationship C. holding that special courts appointment of independent prosecutor not incongruous D. holding that party timely objected to appointment of special master and did not waive its right to object when it objected to appointment several days before it participated in proceedings before special master E. recognizing special circumstances exception

assistant: The best answer is C. holding that special courts appointment of independent prosecutor not incongruous
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: Synergy contends that LHC ratified the August 10 contract by accepting its commission from Kiwi. However, LHC was entitled to receive a commission from Kiwi based on the July 15 insertion orders. Acceptance of something to which LHC was already entitled does not ratify a separate contract. Further, uncontradicted testimony shows that LHC did not know the August 10 contract existed until after Kiwi filed for bankruptcy in September 1996, which was after LHC received its commission on August 26, 1996. To ratify an agent’s act, Georgia law requires that the principal be aware of all relevant material facts before or at the time of ratification. Bresnakan, 230 Ga.App. at 391, 496 S.E.2d at 354. See also Hyer v. Citizens & Southern Nat’l Bank, 188 Ga.App. 452, 453, 373 S.E.2d 391 (1988) (<HOLDING>). Synergy also contends that LHC ratified the Options: A. holding that ratification requires full knowledge of all the facts upon which the unauthorized action was taken B. holding that ratification necessarily implies complete knowledge of all material facts relating to the transaction C. holding that a plaintiff does not have to possess actual knowledge of all the relevant facts in order for the cause of action to accrue D. holding that a failure to prove one essential element necessarily renders all other facts immaterial E. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step

assistant: The best answer is B. holding that ratification necessarily implies complete knowledge of all material facts relating to the transaction
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 Second Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this Second Amendment and shall supersede all prior written and oral agreements concerning this subject matter. This Second Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of BC Manager and BC Advisor. Each party acknowledges that it has read this Second Amendment, fully understands all of this Second Amendment’s terms and conditions, and executes this Second Amendment freely, voluntarily and with full knowledge of its significance. Each party to this Second Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, nor will it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the Net Cash Proceeds received in connection therewith does not exceed $10,000,000 in the aggregate during any fiscal year of the Borrower, determined on a consolidated basis for the Borrower and its 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: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Restricted Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except for any failure to comply which could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Exhibits and the Schedules hereto, including the Disclosure Letter and the Confidentiality Agreement, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) As soon as available and in any event within 45 days after the end of each of the first three (3) fiscal quarters of Seller, copies of the income statement and balance sheet of Seller with respect to such quarter, prepared in conformity with GAAP, duly certified by a Designated Financial Officer of Seller with respect to such quarter and (ii) as soon as available and in any event within 90 days after the end of the fiscal year of Seller, copies of the annual income statement and balance sheet of Seller, prepared in conformity with GAAP, duly certified by a Designated Financial Officer of Seller with respect to such fiscal year.

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: 435 U.S. 313, 319, 98 S.Ct. 1079, 55 L.Ed.2d 303 (1978), and Congress exercised its authority to regulate and define the government of the Virgin Islands through the Organic Act, originally passed in 1936, and substantially revised in 1954 (when it became known as the Revised Organic Act (“ROA”)). See 48 U.S.C. § 1541 et seq. The keystone of the government’s argument is that while the ROA lists the specific provisions of the United States Constitution that are applicable to the Virgin Islands, it omits any mention of the Eleventh Amendment. The United States argues that the deliberate omission of the Eleventh Amendment expresses Congress’s intent to exclude the Virgin Islands from the protections afforded by that Amendment. See Gov’t of V.I. v. Bryan, 818 F.2d 1069, 1072 (3d Cir.1987) (<HOLDING>). The GVI counters with cases such as Harris v. Options: A. recognizing that any attributes of sovereignty the virgin islands has derive from the revised organic act B. holding that amendment to bankruptcy act was unconstitutional because it infringed upon state sovereignty C. recognizing that virgin islands supreme court would essentially have the final word on the interpretation of local virgin islands law D. recognizing the virgin islands legislature as the sovereign author of local jurisdictional law including section 39c even before passage of the 1984 amendments to the revised organic act sometimes referred to as the virgin islands constitution E. recognizing that palmyra is under united states sovereignty

assistant: The best answer is A. recognizing that any attributes of sovereignty the virgin islands has derive from the revised organic act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by creating an account , you grant to tinder a worldwide , transferable , sub-licensable , royalty-free , right and license to host , store , use , copy , display , reproduce , adapt , edit , publish , modify and distribute information you authorize us to access from facebook , as well as any information you post , upload , display or otherwise make available ( collectively , `` post '' ) on the service or transmit to other users ( collectively , `` content '' ) .

assistant: None