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: analysis based upon work performed by an outside laboratory despite the prosecution’s failure to present testimony from an analyst employed by the outside laboratory); State v. Appleby, 289 Kan. 1017, 1059, 221 P.3d 525, 551 (2009) (“population frequency data and the statistical programs used to make that data meaningful are nontestimonial.”). For that reason, we conclude the admission of the statistical information was not error. But even presuming that the unavailability of the purported population geneticists who prepared the statistical data amounted to a violation of defendant’s Sixth Amendment right to confront the witnesses against him, it does not follow that such a violation automatically rises to the level of plain error. See State v. Walker, 316 N.C. 33, 340 S.E.2d 80 (1986) (<HOLDING>). To establish plain error, defendant must show Options: A. holding that the fifth amendment forbids either comment by the prosecution on the accuseds silence or instructions by the court that such silence is evidence of guilt B. holding any improper delegation did not rise to level of plain error C. holding that an infringement on the defendants fundamental due process right in the form of a comment on the defendants silence by the prosecution did not rise to level of plain error D. holding that plaintiff state employees contract right to be discharged only for cause was not protected by due process clause because it did not rise to level of fundamental right E. holding a prosecutor may not comment on a defendants silence

assistant: The best answer is C. holding that an infringement on the defendants fundamental due process right in the form of a comment on the defendants silence by the prosecution did not rise to level of plain error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity and interpretation of this Award Notice and the Plan shall be governed and construed according to the laws of the State of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding this Award or the Plan shall be brought only in the state or federal courts of the State of Delaware.

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: The Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company, reporting to the Chief Executive Officer and the Company’s Board of Directors (the “ Board ”). The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be reasonably assigned to the Executive from time to time by the Board. The Executive’s principal place of employment shall be Dallas, Texas.

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: With respect to our opinions in Paragraphs 5(a)(i) and 5(b)(i) as they relate to Regulations T, U and X of the Board of Governors of the Federal Reserve System, the Opinion Parties will comply with the provisions of the Loan Agreement relating to the use of proceeds.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Holder (other than by merger). Any Holder may assign any or all of its rights under this Agreement to any Person to whom such Holder assigns or transfers any Warrants, provided that such transferee agrees in writing to be bound, with respect to the transferred Warrants, by the provisions of 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: Dissent to Order by Judge BEA; Opinion by Judge PAEZ; Partial Concurrence and Partial Dissent by Judge RESTANI. ORDER The majority opinion is amended as follows: 1. At slip op. 8168, n.15, [607 F.3d at 597 n. 15], the final sentence of the footnote is amended to read: < Furthermore, as discussed above, Malesko also relied on the fact that the plaintiff was not seeking recovery against an individual officer. See id. at 73-74, 534 U.S. 61, 122 S.Ct. 515, 151 L.Ed.2d 456. > 2. At s Ct. 2894, 57 L.Ed.2d 895 (1978) (<HOLDING>), and Holly, 434 F.3d at 294 (stating that Options: A. holding that the federal expert witness compensation rules are in direct conflict with the state rules even when the state rules allow for a greater recovery B. recognizing a cause of action for damages against officials who violate constitutional or statutory rights under color of federal law C. recognizing cause of action against federal officials for violation of constitutional rights D. holding transfer rule did not violate federal equal protection E. holding that federal officials should enjoy no greater zone of protection when they violate federal constitutional rules than do state officers emphases removed

assistant: The best answer is E. holding that federal officials should enjoy no greater zone of protection when they violate federal constitutional rules than do state officers emphases removed
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 Waiver is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Waiver so long as this Waiver as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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 case excerpt and choose the best holding from the options. Case excerpt: when it bought and damaged the railcars, no “accident” occurred. Like the property owner in Meri-wether, Plaintiff may have been mistaken about its property rights, but that mistake, according to the Defendant, does not amount to an “accident” as that term is commonly understood. This Court agrees with the Defendant. Although there is language in Glens Falls that would seem to indicate that a mistake or error in judgment is tantamount to an “accident,” such a reading of the case would bring it into an inherent conflict with that court’s earlier decision in Meriwether. This Court has a duty to avoid interpreting the cases from the Georgia Court of Appeals in a manner that would bring about s.uch a conflict. See e.g. Garrett v. Heisler, 149 Ga.App. 240, 253 S.E.2d 863, 867 (1979) (<HOLDING>). A fair reading of Meriwether leads to the Options: A. recognizing usefulness of lower court opinions B. holding that when mississippi adopted a statute modeled after a georgia enactment decisions of the georgia courts did not bind mississippi courts in interpretation of the statute C. recognizing the supreme courts holding in ferber D. recognizing courts duty to reconcile opinions from the georgia supreme court E. holding unconstitutional the provision in a georgia abortion statute limiting abortions to georgia residents

assistant: The best answer is D. recognizing courts duty to reconcile opinions from the georgia supreme court
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 Performance Units are subject to a vesting requirement (in addition to the performance requirement described in Appendix I). The Performance Units earned as described in Appendix I shall become vested on the distribution date of the Award following the end of the Performance Period (the “ Vesting Date ”), provided that your Employment continue at all times from the Date of Grant up to and including the Vesting Date. The Vesting Date will be no earlier than January 1st and no later than June 30th, each of the calendar year immediately following the end of the Performance Period. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below) before the Vesting Date, you may vest in all or portion of this Award as described in Section 4. On the Vesting Date you will be paid Units equal to the number of earned Performance Units (and your Performance Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you at Fidelity (your “ Brokerage Account ”). In addition, at the time of such payment in respect of the earned Performance Units, you will also be paid a cash distribution equivalent payment in an amount equal to the product of: (i) the number of Units paid to you; and (ii) the aggregate amount of DERs for the DER Period, without interest.

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 legal provision and list the applicable contract clause categories. Provision: THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IN THE EVENT THE BORROWER COMMENCES ANY JUDICIAL PROCEEDING AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT IN ANY JURISDICTION OR VENUE OTHER THAN A UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, THE ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO A UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Resolution of Plaintiffs tortious interference with contract claim is substantially dependent — if not utterly reliant — on the interpretation of the CBA, and is therefore preempted by Section 301 of the LMRA. See Sampson v. Medisys Health Network Inc., No. 10-CV-1342 (SJF)(ARL), 2011 WL 579155, at *8 (E.D.N.Y. Feb. 08, 2011) (“[A]ny claims arising from breach of a plaintiffs [collective bargaining agreement] are preempted by section 301.”); Arnold v. Beth Abraham Health Servs., Inc., No. 09 Civ. 6049(DLC), 2009 WL 5171736, at *4 (S.D.N.Y. Dec. 30, 2009) (“Such claims [of tortious interference with contract] must necessarily fail because they are preempted by Section 301 of the LMRA.”); Korthas v. NE Foods, Inc., No. 5:03-CV-552 (HGM/DEP), 2006 WL 519401, at *9 (N.D.N.Y. Feb. 27, 2006) (<HOLDING>); Amendolare v. Schenkers Int’l Forwarders, Options: A. holding section 301 preempted plaintiffs claim for tortious interference with contract because that claim would require interpretation of a collective bargaining agreement B. holding plaintiffs state law claims of inter alia tortious interference with contract are preempted by section 301 of lmra C. holding that plaintiffs title vii claims were not preempted by section 301 despite collective bargaining agreement and stating that the purposes of 301 are not subverted when a federal court hears a claim brought under a federal statute D. holding state law claim preempted by 301 of labor management relations act only if application of state law requires interpretation of collective bargaining agreement E. holding that the lmra preempted plaintiffemployees claim under michigan law for tortious interference with contractual relations breach of contract is an essential element of a tortious interference claim and resolution of such claim would require the court to interpret collective bargaining agreement to determine if that agreement had been breached

assistant: The best answer is A. holding section 301 preempted plaintiffs claim for tortious interference with contract because that claim would require interpretation of a collective bargaining agreement
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: 11 U.S.C. § 547(b). See also Radnor Holdings Corp. v. PPT Consulting, LLC (In re Radnor Holdings Corp.), Case No. 06-10894, 2009 Bankr.LEXIS 1815, at *7-8 (Bankr.D.Del. July 9, 2009). 26 . Id. at § 547(g). See also Radnor, 2009 Bankr.LEXIS 1815, at *8. 27 . Waslow, 308 B.R. at 701. 28 . 11 U.S.C. § 547(g); United States Trustee v. First Jersey Sec., Inc. (In re First Jersey Sec., Inc.), 180 F.3d 504, 512 (3d Cir.1999). 29 . See, e.g., J.F. Feeser, Inc. v. Serv-A-Portion, Inc., 909 F.2d 1524, 1531 (3d Cir.1990) (citing Celotex, 477 U.S. at 323, 106 S.Ct. 2548); Radnor, 2009 Bankr.LEXIS 1815, at *10-11; Hassett v. Altai, Inc. (In re CIS Corp.), 214 B.R. 108, 119 (Bankr.S.D.N.Y.1997). 30 . Section 547(c)(2) states as follows: (c) The truste Steel Corp.), 182 B.R. 728 (Bankr.W.D.Va.1995) (<HOLDING>); Branch v. Ropes & Gray (In re Bank of New Options: A. holding that a five day discrepancy between average days outstanding during the prepreference period versus during the preference period did not make the payments out of the ordinary course of business B. holding that payments made 25 days after the average were within the ordinary course of dealings but payments made 50 days after the average were not C. holding that a difference between approximately 54 days prepreference average days to payment and approximately 67 days preference average days to payment did not make the payments out of the ordinary course of business D. holding that the average number of days to payment nearly doubled between the historical period and the preference period which based on the facts of that particular case made the payments outside the ordinary course of dealings between the plaintiff and defendant E. holding that 120 days notice was satisfied by 30 days work plus 90 days pay

assistant: The best answer is C. holding that a difference between approximately 54 days prepreference average days to payment and approximately 67 days preference average days to payment did not make the payments out of the ordinary course of business
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: 803 So.2d 598, 605-07 (Fla.2001); Fitzpatrick v. State, 900 So.2d 495, 511 (Fla.2005) (citing Escobar for the proposition that “police misrepresentations alone do not necessarily render a confession involuntary,” but rendering this holding in the context of a case in which the police investigator misrepresented the extent of the inculpatory evidence in the case he was actually investigating)-, Davis v. State, 859 So.2d 465, 472 (Fla.2003) (confession voluntary despite law enforcement’s characterization of the situation confronting the defendant as a “missing-person ease”; the detectives accurately informed the defendant of the identity of the missing person and simply neglected to inform him that they already knew the victim was dead); Nelson v. State, 850 So.2d 514, 521-22 (Fla.2003) (<HOLDING>). In short, the common theme linking each of Options: A. holding that the erroneous admission of dna evidence is never harmless B. recognizing that in prior decisions the court had used the term inconclusive to mean that dna evidence did not exclude an individual but clarifying that in the future the term inconclusive would be used only when a dna sample does not contain enough dna to draw a conclusion dna is degraded or for other reasons a dna test yields no results or the examiner draws no conclusion C. holding recording of eyewitnesss inculpatory statement made in custodial interrogation testimonial in nature D. holding confession voluntary despite police misrepresentation of the thenunknown inculpatory nature of the applicable dna evidence E. holding that there was no ineffective assistance for failing to hire a dna expert because the defenses theory was that the defendants dna was planted so the dna evidence would not seem to be an issue

assistant: The best answer is D. holding confession voluntary despite police misrepresentation of the thenunknown inculpatory nature of the applicable dna evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Agreement, the other Loan Documents, and the other documents to be delivered hereunder, limited, in the case of counsel, to the reasonable and documented fees and expenses of one counsel for the Administrative Agent (and an additional single local counsel in each applicable local jurisdiction) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Loan Documents; provided that any legal fees and expenses incurred in connection with the initial negotiation, execution, preparation and delivery of this Agreement and any other Loan Documents executed on the Closing Date, an invoice in respect of which is not provided to the Borrower at least 2 Business Days prior to the Closing Date, shall not be reimbursed by the Borrower unless an invoice with respect thereto shall be provided to the Borrower within 30 days after the Closing Date. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and, during the continuance of any Event of Default, the Lenders, if any (limited, in the case of counsel, to the reasonable and documented attorneys’ fees and expenses of one counsel to the Administrative Agent (and, during the continuance of any Event of Default, the Lenders, taken as a whole), an additional single local counsel in each applicable local jurisdiction for the Administrative Agent (and, during the continuance of any Event of Default, the Lenders, taken as a whole) and, to the extent reasonably necessary in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated affected persons), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of the Loan Documents and the other documents to be delivered hereunder.

assistant: Expenses
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: None of the Borrower or any Restricted Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted by Section 7.03 , (b) any Capital Lease Obligations and Synthetic Lease Obligations arising in connection therewith are permitted by Section 7.01 and (c) any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capital Lease Obligations and Synthetic Lease Obligations) are permitted by Section 7.02 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: catalogs in Florida, the activity at issue here. Although Sharper Image made all of the arrangements concerning the mailing of the catalogs from its California headquarters, Sharper Image nevertheless supplied the addresses for the catalogs and directed that those catalogs be placed in the United States mail. See Sharper Image Corp. v. Miller, 42 Conn.App. 310, 678 A.2d 977, 980 (1996) (“The plaintiff’s control was the direction; relinquishing the right to withdraw or redirect does not for purposes of ‘ownership’ relinquish control.... By directing the shipping of the catalogs, Sharper Image retained ownership, even though it relinquished physical possession to the postal service.”), aff'd, 240 Conn. 531, 692 A.2d 774 (1997); Talbots, Inc. v. Schwartzberg, 928 P.2d 822 (Colo.App.1996) (<HOLDING>). Sharper Image thus caused its catalogs to be Options: A. holding that citys enforcement of the entire state penal code would not constitute a city policy because the city was required to follow state law B. holding a city liable for the unconstitutional firing of two clerks by a municipal judge when it was clear the city had delegated to him final administrative authority over employment matters C. holding that distribution of catalogs to city addresses constituted use within city subject to taxation under municipal code provision D. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city E. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract

assistant: The best answer is C. holding that distribution of catalogs to city addresses constituted use within city subject to taxation under municipal code provision
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: person would be liable to the claimant. . . . Thus, the general rule is that “[t]he government remains immune ... for governmental functions for which no private analog exists.” LaShay, 160 Vt. at 68, 625 A.2d at 229. As we explained in Denis Bail Bonds, Inc. v. State, 159 Vt. 481, 485-86, 622 A.2d 495, 498 (1993), “this approach serves to prevent the government’s waiver of sovereign immunity from encompassing purely ‘governmental’ functions.” The statutory goal is to “‘waive immunity from recognized causes of action and . . . not to visit Government -with novel and unprecedented liabilities.’” Id. at 486, 622 A.2d at 498 (quoting Feres v. United States, 340 U.S. 135, 142 (1950)); see also LaFond v. Department of Soc. & Rehabilitation Servs., 167 Vt. 407, 409, 708 A.2d 919, 920 (1998) (<HOLDING>). The court here concluded that Noble’s suit Options: A. holding that there is no first amendment or common law right of access to documents which played no role in a judicial decision B. holding that absence of private analog to states licensing and regulation of daycare facilities barred negligence action C. holding that licensing and inspection of daycare facilities are inherently governmental functions which find no private analog or duty of care in our common law D. recognizing that our statute represents a substantial departure from the common law where landowners owed licensees a duty of care regardless of whether they had actual or constructive knowledge of dangers E. holding that common law review of a licensing decision was sufficient

assistant: The best answer is C. holding that licensing and inspection of daycare facilities are inherently governmental functions which find no private analog or duty of care in our common law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that this [qui tam action] was not commenced by the United States.......It is true however, that [the relator], pursuant to statutory authority, has brought this suit in the name of and on behalf of the United States____” Id. Congress established qui tam procedures to encourage private citizens to come forward when they know of fraudulent claims against the United States. Those citizens act on behalf of themselves, in the name of the United States. 31 U.S.C. § 3730(b); Ex rel. Foulds, 171 F.3d at 289; Minotti 895 F.2d at 104 (noting that qui tam actions “allow individual citizens to initiate enforcement against wrongdoers”) (emphasis added). The legislative history of the Major Fraud Act is consistent with the statute’s plain meaning. See GTE Sylvania, 447 U.S. at 108, 100 S.Ct. 2051 (<HOLDING>). ’ Congress’ purpose in passing the Major Options: A. holding that statutory language is conclusive in absence of clearly expressed legislative intention to the contrary B. holding that congress had clearly expressed through the structure and legislative history of erisa an intention that the federal remedy displace state causes of action C. holding that where statutory language is unambiguous it is to be regarded as conclusive unless there is clearlyexpressed legislative intent to the contrary D. holding analogous circumstances conclusive of legislative intent E. holding that congressional intent as clearly expressed in legislative history cannot trump the irrefutably plain statutory language that emerged when congress actually took pen to paper

assistant: The best answer is A. holding that statutory language is conclusive in absence of clearly expressed legislative intention to the contrary
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: Subject to the terms of the Credit Agreement, the Borrower hereby agrees to indemnify the Lender, the other Secured Parties and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, fees, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Lender or any other Secured Party is a party thereto) imposed on, incurred by or asserted against the Lender or any other Secured Party, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by any Secured Party or the Borrower, and any claim for Patent, Trademark or Copyright infringement).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate and the term and conditions set forth herein shall be of no further force or effect (i) upon mutual agreement in writing by the Company and the Seller or (ii) February 15, 2017, provided the Closing has not occurred by such date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contained within the Family Code constitutes a presumptive minimum amount of time for possession of a child by a joint managing conservator who is not awarded physical residence of the child. Nothing in these sections or any other section of the Family Code, however, precludes the court from ordering equal amounts of time for possession and access. The majority finds that because Gary has the right to establish the primary residence of the child, he must be given physical possession of the child for greater than fifty percent of the time. The exclusive right to select the child’s domicile, however, does not require the parent with that right to have possession for greater than fifty percent of the time. See Dennis v. Smith, 962 S.W.2d 67 (Tex.App.—Houston [1st Dist.] 1997, pet. denied) (<HOLDING>). Thus, I would conclude the trial court did Options: A. recognizing presumption B. holding where there is no duty to defend there is no duty to indemnify C. holding that a state law requiring the jury to decide the issue of contributory negligence cannot interfere with authority of a federal court to direct a verdict where there are no facts in dispute D. holding there is no presumption that the conservator with the longer period of possession should decide where a child lives or goes to school E. holding when real estate is conveyed to a child and consideration is paid by the parent the presumption is that the purchase was a gift to the child and thus no resulting trust arises

assistant: The best answer is D. holding there is no presumption that the conservator with the longer period of possession should decide where a child lives or goes to school
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 the Nelson affidavit considered by the court was that MHA believes that some of the work, which Gear was required to complete under its contract, remains incomplete. 5 Reliance is also an essential element of a claim for fraud. See Zimmerman v. Kent, 31 Mass.App.Ct. 72, 77 (1991). Since Gear has failed to set forth specific facts from which a reasonable jury could find reliance, Goba is also entitled to summary judgment on Gear’s fraud claim. 6 Although Massachusetts has yet to define what conduct constitutes “more than a minor or insignificant business relationship," the Supreme Judicial Court, the Appeals Court and the federal courts have tended to find such a relationship where the defendant played an active role in the underlying transaction. Compare Kattar, 433 Mass. at 14-15 (<HOLDING>); Reisman, 57 Mass.App.Ct. at 125 (holding that Options: A. holding that an insurers defenses against the mortgagor could not be asserted against the mortgagee B. holding that an abutter could not bring a 93a claim because there was no business relationship with the defendant C. holding that despite the absence of a contractual relationship and no formal authority over the mortgagor since the defendant was a member of the mortgagors inner circle the mortgagee could sustain his 93a claim D. holding that a mortgagor in possession is not a fiduciary of the mortgagee within the meaning of the bankruptcy act even though the mortgagor has obligated himself to keep the security intact E. holding the assignment of the mortgage once the original grant by the mortgagor to the mortgagee has been perfected does not involve a transfer of the property of the debtor

assistant: The best answer is C. holding that despite the absence of a contractual relationship and no formal authority over the mortgagor since the defendant was a member of the mortgagors inner circle the mortgagee could sustain his 93a 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 legal provision and list the applicable contract clause categories. Provision: All prior negotiations and agreements between the parties hereto with respect to the matters contained herein are superseded by this Employment Agreement, and there are no representations, warranties, understandings or agreements other than those expressly set forth herein.

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: Except as set forth in the SEC Reports, there is no Proceeding that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

assistant: Litigations
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: that failure to respond to the notice will result in a Notice to Appear in municipal court “and you may be charged with a new offense.” Moreover, the Ordinance expressly provides that “[ujnder no circumstances may a person be imprisoned for such violation [of the Ordinance].... ” While the Ordinance does allow for additional prosecution for failure to appear at a scheduled hearing in municipal court, “it is not duress to do, or threaten to do, what one has a right to do.” Slone v. Purina Mills, Inc., 927 S.W.2d 358, 371 (Mo.App.W.D.1996). Ellisville is entitled to pursue legal action against an alleged violator if he or she fails to respond to a Notice to Appear in municipal court. See Sch. Dist. of Kansas City, Mo. v. Missouri Bd. of Fund Com’rs, 384 S.W.3d 238, 275 (Mo.App.W.D.2012) (<HOLDING>). Because the voluntary payment doctrine bars Options: A. holding that the crime of knowingly and willfully threatening the president required only that the threat be made under circumstances where a reasonable person would foresee that the statement would be interpreted by those to whom it is addressed as a serious threat and not be the result of mistake duress or coercion B. holding after long discussion of the various opinions in black that that case established that a defendant can be constitutionally convicted of making a true threat only if the defendant intended the recipient of the threat to feel threatened C. recognizing that missouri courts do not recognize the threat of legitimate legal process as duress because the party threatened is entitled to plead and prove that he is not liable D. holding that bankruptcy is no exception to the due process principle that one is not bound by a judgment in personam in a litigation in which he is not designated as a party to or to which he has not been made a party by service of process internal quotation marks omitted E. holding that the district courts finding that an allegedly coercive threat did not specifically motivate the defendants confession where 1 there was no evidence that the threat was repeated at the police station 2 defendant offered no admissible evidence that the threat was the crucial factor motivating his confession and 3 he confessed immediately after the officer threatened to administer a gun residue test as opposed to confessing immediately after the allegedly coercive threat was made thus the gunresidue test was just as plausible a motivating factor for the confession as was the threat

assistant: The best answer is C. recognizing that missouri courts do not recognize the threat of legitimate legal process as duress because the party threatened is entitled to plead and prove that he is not liable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon, inure to the benefit of and be enforceable by Debtor, Secured Party, each Lender and their respective successors and assigns and shall bind any Person who becomes bound as a debtor to this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would only include true statements in a filed pleading, Pilette answered: “That’s correct. It was probably signed under oath.” JA 295. All of this is consistent with Pilette’s testimony that her notes from the meeting with Coddington and the Motion for Guidance indicate that Coddington chose only to appeal the resentencing issue. Having made that decision with respect to the initial appeal, it is difficult to see what benefit a further waiver could provide. Coddington had already waived the right to appeal the voluntariness issue, and his success on the resentencing issue would not have allowed him suddenly to insert the voluntariness issue into the appeal after the successful-and fully concluded-remand. See People v. Kaczorowski, 190 Mich.App. 165, 475 N.W.2d 861, 864-65 (Mich.1991) (<HOLDING>). D. The district court lastly determined that Options: A. holding that the failure to oppose a basis for summary judgment constitutes waiver of that argument on appeal B. holding that defendants failure to appeal the voluntariness of a plea constitutes waiver of the issue on subsequent appeal C. recognizing that failure to develop claim on appeal constitutes waiver D. holding that failure to raise issue in brief constitutes waiver of appeal of the issue E. holding that a failure to file an appeal is within the scope of the waiver because the failure does not undermine the validity of the plea or waiver

assistant: The best answer is B. holding that defendants failure to appeal the voluntariness of a plea constitutes waiver of the issue on subsequent appeal
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: Sony Pictures Entm’t, Inc., 116 Cal. App. 4th 135, 140, 10 Cal.Rptr.3d 333 (2004) (citing Kasky v. Nike, Inc., 27 Cal.4th 939, 967, 119 Cal.Rptr.2d 296, 45 P.3d 243 (2002)). Typically, commercial speech is “speech that does no more than propose a commercial transaction.” Rezec, 116 Cal. App. 4th at 141, 10 Cal.Rptr.3d 333 (internal citations omitted). The Court finds that the assurances made by RCHSD’s staff do not constitute commercial speech. However, because Ms. Prescott has sufficiently alleged a UCL claim, based on the alleged misrepresentations on RCHSD’s website, RCHSD’s motion to dismiss her UCL claim is denied. ii. Standing on Behalf of Decedent Ms. Prescott has standing, as an individual representative, to bring k “UCR” Rates Litig., 903 F.Supp.2d 880, 898 (C.D. Cal. 2012) (<HOLDING>). Here, as to the fraudulent prong of the UCL, Options: A. holding that in the rule 23 class action context named plaintiff may appeal a denial of class certification even if his or her individual claims had been satisfied through the entry of judgment B. holding that plaintiffs could only pursue ucl claims via assignment if they satisfied class action requirements C. holding that a private party could pursue a representative action on behalf of others under the ucl only if the party met the requirements for a class action D. holding that rule 23a requirements must be satisfied as if class were to litigate its claims E. holding purposeful action of defendants in giving plaintiffs what they seek may not make moot plaintiffs claim in a class action

assistant: The best answer is B. holding that plaintiffs could only pursue ucl claims via assignment if they satisfied class action requirements
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 rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Sponsor or holder of Registrable Securities or of any assignee of the Sponsor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. Any additional holder of Registrable Securities may become party to this Agreement by executing and delivering a joinder to the Company and the Sponsor in form and substance reasonably satisfactory to the Company.

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: review on this issue. Or if a new trial is necessary, it may be granted by the trial court without subjecting both the litigants and the courts to the expense and delay inherent in appellate review. Third, appellate courts will be free to more expeditiously dispose of the issues properly preserved for appeal. Finally, the exception requirement will remove the advantage formerly enjoyed by the unprepared trial lawyer who looked to the appellate court to compensate for his trial omissions. Id. at 116-17 (footnotes and citations omitted). This Court subsequently expanded the rule of Dilliplaine to apply to situations where an objection was made timely at trial but the remedy sought on appeal was not requested of the trial judge. See Tagnani v. Lew, 493 Pa. 371, 426 A.2d 595, 597 (1981) (<HOLDING>). This Court has also applied the Options: A. holding that claims not raised in a timely postconviction motion are waived B. holding that issues not raised in the trial court may not be raised later on appeal C. holding that an issue not raised in the trial court cannot be raised for the first time on appeal D. holding no legitimate basis for distinction may be found between the situation where the claim is not timely raised and where the remedy sought was not timely pursued E. holding that heirs at law of testatrix were not necessary parties to action where trust fails cy pres is inapplicable and the will contained a residuary clause and finding no basis to distinguish between the situation where the trust does or does not become operative

assistant: The best answer is D. holding no legitimate basis for distinction may be found between the situation where the claim is not timely raised and where the remedy sought was not timely pursued
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: at the time they gave consent, the phrase “the Magistrate Judge” manifests their consent to the exercise of jurisdiction only by Magistrate Judge Niedermeier and not by any other magistrate judge. Even if we were to construe defendants’ initial consent as narrowly as they urge, their jurisdictional challenge would, not succeed. By appearing without objection before Magistrate Judge Conroy and filing various submissions with the court, including a motion for summary judgment, after receiving notice of the case reassignment, defendants — who had been advised of their right to decline to have their case resolved by a magistrate judge — implicitly consented to Magistrate Judge Conroy’s exercise of jurisdiction. See Roell v. Withrow, 538 U.S. 580, 590, 123 S.Ct. 1696, 155 L.Ed.2d 775 (2003) (<HOLDING>). To hold otherwise would effectively permit Options: A. holding that court may imply consent for purposes of 636c1 where the litigant or counsel was made aware of the need for consent and the right to refuse it and still voluntarily appeared to try the case before the magistrate judge B. holding under state constitution that validity of consent search requires knowledge of right to refuse consent C. holding that persons knowledge of his right to refuse a consent to search is a factor but not a necessary prerequisite to demonstrating a voluntary consent D. holding that police must prior to entering the home inform the person from whom consent is sought that he or she may lawfully refuse to consent to the search E. holding that magistrate judge could without consent of parties hold a pretrial hearing and issue a report and recommendation based on the findings made

assistant: The best answer is A. holding that court may imply consent for purposes of 636c1 where the litigant or counsel was made aware of the need for consent and the right to refuse it and still voluntarily appeared to try the case before the magistrate judge