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: toward every forum where the Website is visible. Id. at 795 (citing McBee v. Delica Co., 417 F.3d 107, 124 (1st Cir. 2005)). The court concluded that Columbia’s contacts with Florida through the website were not substantial. Id. Here, Aegis’ contacts with Florida were far less than those identified in Trustees of Columbia though defendant maintained -website through which Florida residents.could, contact defendant via. electronic mail to inquire of defendant’s services and merchandise, defendant was not subject to general jurisdiction under section 48.193(2) where over five-year period defendant’s sales from Florida contacts were approximately $100,000 or 4,35 percent of defendant’s total sales for this period); Biloki v. Majestic Greeting Card Co., 33 So.3d 815 (Fla. 4th DCA 2010) (<HOLDING>). Gilbert argues, alternatively, that specific Options: A. holding that defendants actions of submitting greeting card orders to plaintiffs warehouse in florida for shipment to midwestern customers and traveling to florida for three days to tour plaintiffs facility learn order fulfillment procedures and execute documents were insufficient to establish general jurisdiction B. holding that general jurisdiction existed where defendant directed significant advertisement towards residents of florida targeting the populous florida market solicited donations from floridians and had ongoing relationship with several florida animal aid organization including arrangements under which it regularly transferred animals to them for adoption in florida C. recognizing that publication in the laws of florida or the florida statutes gives all citizens constructive notice of the consequences of their actions D. holding new york could lawfully modify a florida custody decree because florida court had right under florida law to change the decree E. holding that defendants bank account and open line of credit in florida utilized to transfer money in international commerce was insufficient to confer jurisdiction under section 481932 florida statutes where defendant operated its business in honduras had no employees or agents in florida and did not advertise or solicit business in florida

assistant: The best answer is A. holding that defendants actions of submitting greeting card orders to plaintiffs warehouse in florida for shipment to midwestern customers and traveling to florida for three days to tour plaintiffs facility learn order fulfillment procedures and execute documents were insufficient to establish general jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: said, there was no evidence that comments by Juror 18 had prejudiced the remaining jurors. We conclude that the trial co 51, 852-53 (Ct.App.1981) (finding irreparable jury contamination where juror brought into jury room prejudicial newspaper article about the defendant’s guilt, bailiff discussed article with jury, and juror then wrote note asking court not to grant mistrial based on newspaper incident). In contrast to the cases cited by Defendant, however, here there are no allegations that the jury was subjected to “outside mischiefs.” Cf. id. at 778, 626 P.2d at 852. See also Mann, 2002-NMSC-001, ¶¶ 20-25, 131 N.M. 459, 39 P.3d 124 (explaining distinctions between jury tampering, jury misconduct, and jury bias); Goodloe v. Bookout, 1999-NMCA-061, ¶ 22, 127 N.M. 327, 980 P.2d 652 (<HOLDING>). {11} We also decline to adopt the reasoning Options: A. holding that there is no distinction in the right to jury trial between sentencing factors and elements B. recognizing this distinction C. recognizing distinction between tolling and estoppel D. recognizing the distinction between inappropriate communications within jury and influences from outside the jury which are more serious E. recognizing distinction between two types of waiver

assistant: The best answer is D. recognizing the distinction between inappropriate communications within jury and influences from outside the jury which are more serious
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of the Transferor in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any provision of this Company Note shall in any event be effective unless (i) the same shall be in writing and signed and delivered by the Company and Holder and (ii) all consents required for such actions under the Transaction Documents shall have been received by the appropriate Persons.

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: The Shares subject to the Award shall be vested immediately as of the Award Date; provided, however, that notwithstanding the foregoing, the Award and the Shares shall be subject to such limitations and restrictions as may be provided under the terms of the Plan or this Agreement.

assistant: Vesting
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: relief and the fourth prong was not met). “Under the fourth prong of plain-error review, a court may exercise its discretion to notice a forfeited error only if it seriously affects the fairness, integrity, or public reputation of judicial proceedings.” Id. If “non-constitutional Booker error” is involved, as in this case, the standard for satisfying the fourth prong is “demanding” — the defendant must show that the error is “particularly egregious” and that our failure to notice it would result in a “miscarriage of justice.” Dazey, 403 F.3d at 1178 (quotations omitted): Gonzalez-Huerta, 403 F.3d at 736-37. We have recognized that in most cases involving “non-constitutional Booker error” the defendant will be unable to satisfy the fourth prong. See Trujillo-Terrazas, 405 F.3d at 820-21 (<HOLDING>). Mata has not met this demanding standard. Options: A. holding the burden is on the defendant to demonstrate the error satisfies each prong of the plain error test B. holding that the defendant necessarily bears the burden of satisfying the third prong of the plain error test C. holding that even if the error complained of was structural and affected substantial rights the fourth prong of olano was not met because of the overwhelming and essentially uncontroverted evidence of petitioners guilt D. holding that the ij and bia did not err in addressing only one prong of the kaplun test because the petitioners failure to meet either prong is dispositive E. recognizing the difficulty in establishing the fourth prong in cases involving nonconstitutional booker error but finding that defendant had satisfied the fourth prong

assistant: The best answer is E. recognizing the difficulty in establishing the fourth prong in cases involving nonconstitutional booker error but finding that defendant had satisfied the fourth prong
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 10 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the rules of the American Arbitration Association, and judgment upon any award so rendered may be entered in any court having jurisdiction thereof. The determination of the arbitrator(s) shall be conclusive and binding on the Company and the Executive, and judgment may be entered on the arbitrator(s)’ award in any court having jurisdiction.

assistant: Arbitration
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: legal rights between domestic and foreign claimants should no longer be a factor justifying the separate classification of such claims. In any event, most, if not all, of the foreign claims would likely be subject to forum non conveniens dismissal. See, e.g., Ashley, 887 F.Supp. 1469 (granting Dow Coming’s forum non conveniens motion as to 151,194 Australian, Canadian and British breast-implant plaintiffs). See also Piper Aircraft, 454 U.S. 235, 102 S.Ct. 252, 70 L.Ed.2d 419 (discussing factors to be considered when deciding forum non con-veniens motion); Gschtvind v. Cessna Aircraft Co., 161 F.3d 602 (10th Cir.1998); Torres v. Southern Peru Copper Corp., 113 F.3d 540 (5th Cir.1997); Magnin v. Tele-dyne Continental Motors 91 F.3d 1424 (11th Cir.1996); but see Bhatnagar, 52 F.3d 1220 (<HOLDING>). Thus far, the only foreign breast-implant Options: A. recognizing that where plaintiff is from the forum state and defendant is from an alternate forum each forum can claim a connection to one of the parties B. holding that florida courts should always consider this third step of the forum non conveniens inquiry even if the private factors weigh more heavily in favor of the alternative forum and should require that the balance of public interests also be tipped in favor of the alternative forum in order to defeat the presumption favoring the plaintiffs forum choice C. holding mexico to be available and adequate forum after rejecting arguments that forum was inadequate due to restrictions on discovery and damages D. holding that extreme delay in the alternative forum can render that forum inadequate E. holding that a permissive forum selection clause containing a waiver of any claims of forum non conveniens amounts to a mandatory forum selection clause at least where the plaintiff chose the designated forum

assistant: The best answer is D. holding that extreme delay in the alternative forum can render that forum inadequate
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: 106 S.Ct. 2440, 91 L.Ed.2d 110 (1986). In that case, the Court found that the state had no reasonable nondiscriminatory alternatives to the action it had taken. Oregon Waste, 511 U.S. at 101, 114 S.Ct. 1345 (discussing the holding in Maine v. Taylor). 6 . This prospective interpretation of the statute is, of course, subject to legislative modification, consistent with the limitations of the dormant Commerce Clause and other relevant constitutional provisions. 7 . In its discussion of due process requirements in McKesson, the Court indicated that the issue of meaningful backward-looking relief might not be present if the taxpayer had a genuine opportunity for predeprivation relief. Id. at 38-39, 110 S.Ct. 2238. See also Cambridge State Bank v. James, 514 N.W.2d 565, 569-71 (Minn.1994) (<HOLDING>). The Chapmans not only had, but availed Options: A. holding refund of discriminatory tax required because predeprivation remedy not clearly available for tax years at issue B. holding the conduct element satisfied where debtor earned income during the tax years at issue but did not make any estimated tax payments had inadequate or no withholdings and latefiled his tax returns C. holding that a tax refund claim must be dismissed if the principal tax deficiency has not been paid in full D. holding that taxpayer was still required to go through tax refund procedure despite facial constitutional challenge to state intangibles tax E. holding that state legislature should determine whether to cure discriminatory tax by enforcing tax as to all or forgiving tax in its entirety

assistant: The best answer is A. holding refund of discriminatory tax required because predeprivation remedy not clearly available for tax years at issue
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: of equitable estoppel is founded on the notion that a litigant should not be permitted to assert a claim or defense that is predicated on his own wrongdoing. The elements that must be established to succeed on an equitable estoppel claim are as follows: (1) the party to be estopped must know the facts, (2) the party to be estopped must intend that his conduct be acted on or must act so that the party asserting the estoppel has a right to believe it is so intended, (3) the party asserting the estoppel must be ignorant of the facts and (4) the party asserting the estoppel must rely on the other party’s conduct to his injury. Emeco Indus., Inc. v. United States, 202 Ct.Cl. 1006, 1015, 485 F.2d 652, 657 (1973). The Supreme Court has cast considerabl 2 F.2d 1554, 1561-64 (Fed.Cir.1992) (<HOLDING>). In any event, “it is well settled that the Options: A. recognizing estoppel based on bank officers conduct B. holding that estoppel was a question of fact C. holding that this court erred in concluding that richmond stands for the proposition that equitable estoppel will not lie against the government for any monetary claim and remanding for consideration of the facts supporting the estoppel claim D. recognizing that richmond was limited to estoppel claims involving payment from the public treasury E. holding that collateral estoppel applies to 1983 claims

assistant: The best answer is D. recognizing that richmond was limited to estoppel claims involving payment from the public treasury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before February __, 2017; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Producer shall pay or cause to be paid and agrees to hold Gatherer harmless as to the payment of all excise, gross production, severance, sales, occupation and all other Taxes, charges or impositions of every kind and character required by statute or by order of Governmental Authorities and levied against or with respect to any Saltwater delivered by Producer under this Agreement. Gatherer shall not become liable for such Taxes, unless designated to remit those Taxes on behalf of Producer by any duly constituted jurisdictional agency having authority to impose such obligations on Gatherer, in which event the amount of such Taxes remitted on Producer’s behalf shall be (a) reimbursed by Producer upon receipt of invoice, with corresponding documentation from Gatherer setting forth such payments, or (b) deducted from amounts otherwise due to Gatherer under this Agreement. Gatherer shall pay or cause to be paid all Taxes, charges and assessments of every kind and character required by statute or by order of Governmental Authorities with respect to the Gathering System or provision of the Services. No Party shall be responsible nor liable for any Taxes or other statutory charges levied or assessed against the facilities of any other Party, including ad valorem tax (however assessed), used for the purpose of carrying out the provisions of this Agreement or against the net worth or capital stock of such Party.

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 legal provision and list the applicable contract clause categories. Provision: Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto ( including , without limitation , laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation.

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: Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants, agreements and assurances by you, and that the Company’s remedies at law for any such breach or threatened breach may be inadequate, the Company, in addition to such other remedies that may be available to it, will be entitled to injunctive relief from any court of competent jurisdiction without the posting of bond, provided that nothing herein shall limit any other legal or equitable remedies that the Company may have. Your covenants, agreements and obligations are in addition to and not in lieu or exclusive of any of your other obligations and duties to the Company, whether express or implied in fact or in law.

assistant: Specific Performance
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: citing Letson v. Liberty Mut. Ins. Co., 523 F.Supp. 1221, 1230 (N.D.Ga.1981). Camfield, 719 F.2d at 1364. 14 . There is nothing in the record which would indicate that Wesley would be unable to receive the quantities of grain covered by the HTAs. 15 . As Judge Easterbrook has astutely observed, ‘'[ejrroneous business judgments many months after a contract was formed do not, however, change the nature of the contract from a forward to a future.” Nagel v. ADM Investor Servs., 65 F.Supp.2d 740, 750 (N.D.Ill.1999), affirmed, 217 F.3d 436, 441 (7th Cir.2000). 16 . Because FAC-MARC was not a signatory to the guarantee agreement entered into by ADM and Agri-Plan, the guaranteed IB relationship between ADM and Agri-Plan would not render FAC-MARC an agent of ADM. See Cunningham, 65 F.3d at 1358 Options: A. holding that nonsignatory was estopped from denying applicability of arbitration clause where nonsignatory received direct benefits from contract including lowered insurance rates and the ability to sail under the french flag B. holding that liquidated damages provision in trust agreement would not bind nonsignatory because it was merely helpful to the trustees but not essential to management of the funds C. holding that nonsignatory to ib guarantee agreement possessed no authority from fcm express implied or apparent to conduct business relating to commodity pools nonsignatory to ib guarantee agreement was never an agent of any kind for fcm D. holding that an exception to the rule that a nonsignatory cannot invoke arbitration exists when under agency or related principals the relationship between the nonsignatory and a signatory is sufficiently close that the only way to avoid eviscerating the arbitration agreement is to allow the nonsignatory to compel arbitration E. holding nonsignatory defendants who were sued separately from signatory defendants on same claims could enforce arbitration agreement under this equitable exception further nonsignatory defendants were undisputedly agents or servants of signatory defendants

assistant: The best answer is C. holding that nonsignatory to ib guarantee agreement possessed no authority from fcm express implied or apparent to conduct business relating to commodity pools nonsignatory to ib guarantee agreement was never an agent of any kind for fcm
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 conduct of defendant’s business,” Tuxxedo Network, Inc. v. Hughes Communications Carrier Servs., Inc., 753 F.Supp. 514, 517 (S.D.N.Y.1990) (Cedarbaum, J.), satisfying the second prong of the test. Fitzpatrick avers that the services performed by excess line brokers are so important that if their services were not available Anglo would have to perform their role itself. Anglo argues that Anglo could not take over the tasks of excess line brokers because insurance brokerage and underwriting are completely different and because excess line insurance is rarely written without a broker. This dispute misses the point of the test, which is the importance of the agents’ services to the principal, not the feasibility of the principals’ performing the agents’ role. Gelfand, 385 F.2d at 121 (<HOLDING>) (emphasis added). The fact that excess line Options: A. holding that test is whether services provided by new york representative are sufficiently important to the foreign corporation that if it did not have a representative to perform them the corporations owm officials would undertake to perform substantially similar services B. holding that a financial guaranty payable in new york is a contract to perform services in new york subjecting foreign guarantor to jurisdiction under 302a1 C. holding that plaintiff who provided similar services which were arguably attendant care services under state law fell within the exemption D. holding that a a representative plaintiff acts as fiduciary for the others requiring the representative to act in the best interest of class E. holding that an architects violation of a licensing statute did not render the contract to perform architectural services void and unenforceable

assistant: The best answer is A. holding that test is whether services provided by new york representative are sufficiently important to the foreign corporation that if it did not have a representative to perform them the corporations owm officials would undertake to perform substantially similar services
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 other Indenture Documents to which such Grantor is a party constitute legal, valid and binding obligations of such Grantor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of California, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule C sets forth a complete and accurate description of the authorized capital Stock of Borrower and each of its Subsidiaries, by class, and as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding and the legal and beneficial owners thereof. Except as set forth on Schedule C, there are no options, warrants or calls relating to any such shares.

assistant: Capitalization
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: state the specific grounds therefor.”). A. Duty of Care of Independent Executor The Texas Probate Code defines an “independent executor” as “the personal representative of an estate under independent administration as provided in Section 145 of this Code.” Tex. Prob.Code Ann. § 3(q). The purpose of section 145 — and of independent administration itself — is to free an independent executor from the expense and control of judicial supervision except where the Probate Code otherwise provides. Corpus Christi Bank & Trust v. Alice Nat’l Bank, 444 S.W.2d 632, 634-35 (Tex.1969); Bunting v. Pearson, 430 S.W.2d 470, 473 (Tex.1968); Rowland v. Moore, 141 Tex. 469, 174 S.W.2d 248, 249-50 (1943); Eastland v. Eastland, 273 S.W.3d 815, d 750, 752 (Tex.Civ.App.-Houston [14th Dist.] 1981, no writ) (<HOLDING>). In contrast, an executor does not owe a Options: A. holding that for estate tax purposes property is to be valued as it exists in the hands of the estate B. holding that the proceeds of a liability insurance policy were not property of the estate C. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim D. holding that former temporary administratrix of estate did not owe legal duty of care under section 230 of probate code to obtain fire insurance for estate property in negligence action because it was impossible to obtain such insurance E. holding that former temporary administratrix of estate owed legal duty of care under section 230 of probate code to estate in negligence action brought by permanent administrator

assistant: The best answer is D. holding that former temporary administratrix of estate did not owe legal duty of care under section 230 of probate code to obtain fire insurance for estate property in negligence action because it was impossible to obtain such insurance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A Participant shall only be entitled to receive the payments and benefits pursuant to Section 6 if he or she shall have executed and delivered (and not revoked) a release of claims against the Company (and its officers, directors, employees, affiliates, stockholders, etc.) substantially in the form attached hereto as Exhibit B (the “Release” ), and such Release is in full force and effect by the 60th day following the Date of Separation. Should the Participant revoke all or any portion of the Release within any allowed revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release.

assistant: Releases
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: City, 2007 UT 84, ¶ 9, 173 P.3d 166. 13 . Hall v. State Dep’t of Corr., 2001 UT 34, ¶ 15, 24 P.3d 958. 14 . Taylor v. Ogden City Sch. Dist., 927 P.2d 159, 163 (Utah 1996). 15 . Id. (quoting Nat’l Farmers Union Prop. & Cas. Co. v. W. Cas. & Sur. Co., 577 P.2d 961, 963 (Utah 1978)). 16 . Hall, 2001 UT 34, ¶ 15, 24 P.3d 958. 17 . "Immunity from suit of all governmental entities is waived for injury proximately caused by a negligent act or omission of an employee committed within the scope of employment except if the injury arises out of, in connection with, or results from ... (10) the incarceration of any person in any state prison, county or city jail, or other place of legal confinement." Utah Code Ann. § 63-30-10(10). 18 . State v. Burgess-Beynon, 2004 UT App 312, ¶¶ 8-11, 99 P.3d 383 (<HOLDING>). 19 . Madsen v. State, 583 P.2d 92, 93 (Utah Options: A. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle B. holding that the phrase other place of confinement as used in utah code section 768418 2002 included the backseat of a police cruiser because a police vehicle can act as a temporary jail C. holding that the smell of marijuana gave the police probable cause to search the vehicle D. holding that parked police vehicle could not constitute other traffic E. holding that a police department is not a person within the meaning of section 1983

assistant: The best answer is B. holding that the phrase other place of confinement as used in utah code section 768418 2002 included the backseat of a police cruiser because a police vehicle can act as a temporary jail
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: modify , adapt , sublicense , translate , sell , reverse engineer , decipher , decompile or otherwise disassemble any portion of the service , or cause others to do so .

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: Without duplication with the provisions of Section 3 of the Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of Common Stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the capital structure of the Company, or any distribution to holders of Stock other than ordinary cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Administrator necessitates action by way of adjusting the terms of this Award, then and in that event, the Administrator shall take such action as shall be necessary in the discretion of the Administrator to maintain the Grantee’s rights hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.9, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Lenders, the Euro Swingline Lender or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrator may accelerate the vesting of all or a portion of the RSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Section 14.2 of the Plan.

assistant: Adjustments
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: to the maximum extent permitted by applicable law , the total liability of under armour , for any claim under these terms , including for any implied warranties , is limited to the greater of one thousand dollars ( us $ 1,000.00 ) or the amount you paid us to use the applicable service ( s ) in the past twelve months .

assistant: Limitation of liability
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: Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, organization or formation, the number of shares (or the equivalent thereof) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of shares (or the equivalent thereof) covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries has been validly issued, are fully paid and non-assessable and to the extent owned by such Loan Party or one or more of its Subsidiaries, and with respect to the Subsidiary Guarantors, TRS Holdco and the TRS Lessees, are owned by such Loan Party or Subsidiaries free and clear of all Liens, except for Liens created under the Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or suppose the men demean the women. Such misconduct may be actionable under the Constitution.”); Massey v. Johnson, 457 F.3d 711, 721 (7th Cir.2006) (“In the first amendment context, harassment ... may be actionable if it is designed to deter a public employee’s free speech.”); Tierney v. Vahle, 304 F.3d 734, 740 (7th Cir.2002) (“[D]efamation inflicts sufficient harm on its victim to count as retaliation.... ”). Our standard for actionable retaliatory speech was acknowledged with approval by the Supreme Court in Rutan v. Republican Party of Illinois, 497 U.S. 62, 76 n. 8, 110 S.Ct. 2729, 111 L.Ed.2d 52 (1990) (“[T]he First Amendment ... protects state employees ... from ‘even an act of retaliation as trivial as failing to hold a birthday party for a public employee ... when i r.1999) (<HOLDING>); cf. Keenan v. Tejeda, 290 F.3d 252, 258 (5th Options: A. holding that the action taken need not be the substantial equivalent of dismissal in order to constitute adverse employment action B. recognizing that outside of the employment context speech that would chill a person of ordinary firmness is actionable C. holding that termination is an adverse employment action D. holding that in the first amendment employment context harassing speech must constitute constructive adverse employment action to be actionable E. holding that conduct causing public humiliation was not an actionable adverse employment action because public perceptions were not a term or condition of employment of the plaintiffs employment

assistant: The best answer is D. holding that in the first amendment employment context harassing speech must constitute constructive adverse employment action to be actionable
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: 915 F.2d 699, 703 (D.C.Cir.1990) (en banc). In Clarke, a group of District of Columbia C claratory relief is not appropriate where plaintiff challenged a. specific arrest and “neither alleged nor demonstrated that there was an ongoing policy involved”). Under this more limited reading of the challenged conduct, the facts support the conclusion that this matter is moot, and neither the voluntary cessation exception, nor the “capable of repetition, yet evading review” exception alter this finding. The challenged conduct has stopped, and is not likely to reoccur in the same context. Any future harm is purely “conjectural or hypothetical,” and as such declaratory relief is not appropriate. City of Houston, 24 F.3d at 1429 n. 6; see also Chagnon v. Bell, 468 F.Supp. 927, 933 (D.D.C.1979) (<HOLDING>). The conduct in question stems from an Options: A. holding in a case where the insurer brought a declaratory judgment action and the insured filed a counterclaim that 60 of the costs were attributable to defending and 40 to prosecuting B. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action C. holding that declaratory judgment is appropriate where the challenged conduct is continuing and casts what may well be a substantial adverse effect upon the interests of the petitioning parties quoting super tire engineering co v mccorkle 416 us 115 122 94 sct 1694 40 led2d 1 1974 D. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment E. holding that actual controversy requirement is met where there is a substantial controversy between parties having adverse legal interests of sufficient immediacy and reality to warrant the issuance of a declaratory judgment

assistant: The best answer is C. holding that declaratory judgment is appropriate where the challenged conduct is continuing and casts what may well be a substantial adverse effect upon the interests of the petitioning parties quoting super tire engineering co v mccorkle 416 us 115 122 94 sct 1694 40 led2d 1 1974
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: under the Guidelines and § 3553(a). United States v. Moreland, 437 F.3d 424, 432 (4th Cir.), cert. denied, — U.S. —, 126 S.Ct. 2054, 164 L.Ed.2d 804 (2006). This court will affirm a post-Booker sentence if it “is within the statutorily prescribed range and is reasonable.” Id. at 433 (internal quotation marks and citation omitted). As a threshold matter, VanBuren improperly treats the district court’s reentry of judgment as substantive proceedings subject to challenge under Booker. Clearly, the district court vacated VanBuren’s sentence and reimposed the same sentence in order to reinstate his direct appeal rights. Because VanBuren was effectively sentenced pre-Booker, the reasonableness standard of review is inapplicable. See United States v. Hadden, 475 F.3d 652, 667-69 (4th Cir.2007) (<HOLDING>). In reviewing VanBuren’s 1998 sentencing Options: A. holding that remand for resentencing is appropriate when sentence for reversed conviction appears to have influenced trial courts sentence for the affirmed conviction B. holding that resentencing is required C. holding resentencing is not always required D. holding that a court is free to merely correct a prisoners sentence without the need for a formal resentencing E. holding that when a prr sentence is determined to be illegal the defendant is entitled to a de novo resentencing

assistant: The best answer is D. holding that a court is free to merely correct a prisoners sentence without the need for a formal resentencing
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 shall do and execute or procure to be done and executed all such further acts, deeds, things, and documents as may be necessary to give effect to the restructuring transactions and the other terms of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Requisite Consenting Noteholders, other than an assignment by a Commitment Party expressly permitted by Section 2.5 or Section 2.7 and any purported assignment in violation of this Section 10.2 shall be void ab initio. Except as provided in Article VIII with respect to the Indemnified Persons, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the Parties.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower shall have paid to the Arrangers, the Administrative Agent and the Lenders all costs, fees and expenses (including legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other amounts due and payable on or prior to the Closing Date pursuant to the Credit Documents, the Arrangement Letter and the Fee Letters.

assistant: Fees
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: 475 U.S. 133 106 S.Ct. 1253 89 L.Ed.2d 103 UNITED STATESv.Hana KOECHER. No. 84-1922 Supreme Court of the United States February 25, 1986 On writ of certiorari to the United States Court of Appeals for the Second Circuit. PER CURIAM. 1 The judgment of the United States Court of Appeals for the Second Circuit is vacated, and the case is remanded to the United States District Court for the Southern District of New York with instructions to dismiss the cause as moot.

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: The Company represents and warrants to the members of the RESI Shareholders Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

assistant: Representations