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: verdict and holding that costs should be awarded when final judgment, including jury award and prejudgment interest, amounted to more than rejected offer). Thus, we conclude that the prejudgment interest included in the final judgment should be considered in comparing it to Defendants’ offer of judgment under Rule 1-068. {45} Moreover, because the prejudgment interest awarded in this case was in the nature of damages to compensate Gilmore for the loss of use and earning power of the funds retained by the Duderstadts, see Colucci, 117 N.M. at 377, 872 P.2d at 350, it constitutes a portion of Gilmore’s recovery of damages and should be considered in evaluating whether Gilmore’s recovery was more favorable than the offer of judgment. See Davis v. Chism, 513 P.2d 475, 480-81 (Alaska 1973) (<HOLDING>). {46} Thus, based on the plain language of Options: A. holding that when compensatory damages are nominal a much higher ratio of punitive damages to compensatory damages can be contemplated B. recognizing that prejudgment interest was an element of damages in a civil theft ease C. holding that prejudgment interest is based on the amount of the judgment not the total amount of damages awarded by the jury because nonsettling defendants have no control over settlement negotiations and should not be forced to pay prejudgment interest on settling defendants parts of a damages award D. holding that prejudgment interest is in the nature of compensatory damages and therefore should be included in judgment finally obtained E. holding that prejudgment interest should not be added to damages awarded for misrepresentation because the amount of damages were not liquidated or ascertainable before the verdict

assistant: The best answer is D. holding that prejudgment interest is in the nature of compensatory damages and therefore should be included in judgment finally obtained
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 for security interests, mortgages, pledges, liens, hypothecation, assignments or other encumbrances (collectively, “ Liens ”) incurred in connection with an Approved Financing, incurring or obtaining placement of any Liens on the assets and properties of DSKX or the Acquired Companies.

assistant: Liens
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 duty to defend. At most, the court did not expressly address whether an insured would have a viable cause of action if it alleged an insurer’s payment of an invalid claim violated the duty to defend. See id. We conclude the provision giving the insurer the right to settle negates existence of a contractual obligation to pay only valid claims, regardless of the different policy provisions cited by the Duddlesten insured and Methodist. Under its plain meaning, the “duty to defend ... any claim ... for benefits payable by this insurance” merely imposed an obligation on Zurich to assume responsibility for handling a claim when benefits are payable under workers’ compensation law. See Burlington Ins. Co. v. Tex. Krishnas, Inc., 143 S.W.3d 226, 229 (Tex.App.-Eastland 2004, no pet.) (<HOLDING>). Methodist does not allege Zurich refused to Options: A. holding that there is a duty to defend if any of the complaints allegations fall within the risk covered by the policy B. holding insurer had no duty to defend or indemnify the insured since the underlying suit arises out of a breach of contract which is not an accident or occurrence contemplated or covered by the provisions of a general liability insurance policy C. holding that an insurer had no duty to defend in the absence of any cause of action amounting to a potentially covered offense under the insurance policy D. holding despite authority for the general proposition that the duty to defend is determined based on the allegations of the complaint that an insurer had no duty to defend where the underlying claim was covered by the policy based on the facts pleaded in complaint but other facts not appearing in the complaint excluded coverage E. recognizing in context of general liability policy if petition contains allegations which when fairly and reasonably construed state cause of action potentially covered by policy insurer has duty to defend insured in underlying suit

assistant: The best answer is E. recognizing in context of general liability policy if petition contains allegations which when fairly and reasonably construed state cause of action potentially covered by policy insurer has duty to defend insured in underlying suit
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) The Tranche C Lead Arranger shall have received all fees and expenses required to be paid or delivered by the Borrower to it on or prior to such date pursuant to that certain engagement letter, dated as of October 17, 2016 among the Tranche C Lead Arranger and the Borrower, (ii) the Administrative Agent shall have received all fees and other amounts due and payable for the account of any Lender having a Tranche B Term Loan outstanding under the Existing Credit Agreement on or before the Second Incremental Amendment Effective Date, including accrued and unpaid interest with respect to the Tranche B Term Loans and (iii) the Administrative Agent shall have received, for the ratable account of each Lender that delivers an executed counterpart of this Second Incremental Amendment, a fee in an amount equal to 0.50% of the Tranche C Term Loan Commitment of such Lender.

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 legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Term Loan Commitment or the Term Loans owing to it); provided (i) such Lender’s obligations under this Agreement remain unchanged, (ii) such Lender remains solely responsible to the other Parties for the performance of such obligations and (iii) the Borrower, the Administrative Agent and Lenders continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender is responsible for the indemnity under Section 10.3(C) with respect to any payments made by such Lender to its Participants.

assistant: Participations
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: 5.11 unsolicited ideas skype does not consider or accept unsolicited proposals or ideas , including without limitation ideas for new products , technologies , promotions , product names , product feedback and product improvements ( `` unsolicited feedback '' ) .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: intended that the best interest of children under these circumstances be disregarded or ignored, especially where paternity has been legally declared ten years prior. Under the majority view, the trial court is required, mechanically, to order a blood test and thus risk disturbing a legally established paternity judgment, irrespective of the impact the test may have on the child or the child’s family life. In my view, even with the technological advances and resulting increased certainty of identifying the biological parents through blood testing and DNA analysis, courts still must respect and consider the “best interest of the child” and make a determination independently based on the facts in the record before ordering blood tests. See Monroe, supra, 329 Md. at 769, 621 A.2d at 903 (<HOLDING>). See also, Turner, supra, 327 Md. at 117, 607 Options: A. holding that the best interest of the child was the proper standard to apply in determining whether blood tests should be conducted B. holding the best interest of the child standard does not violate federal constitutional principles C. holding that when information which potentially undermines the best interest of the child as well as the interest sought to be protected by the legitimation statutes and the policy of this state it must first be tested in light of the best interest of the child standard D. holding that the best interest of the child standard should be used in deciding whether to grant a paternity petition E. holding that best interest of child need only be proven by a preponderance of the evidence

assistant: The best answer is C. holding that when information which potentially undermines the best interest of the child as well as the interest sought to be protected by the legitimation statutes and the policy of this state it must first be tested in light of the best interest of the child standard
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: administering group insurance policies, including the payment of premiums, and that accordingly the insurer shares responsibility for the employer’s mistakes.”). There is also case law from other jurisdictions which holds that an employer does not act as the agent of an insurance company that has issued a group policy. See Hayes v. Lincoln Gen. Ins. Co., 899 F.2d 684, 686 (7th Cir.1990) (“According to Indiana law, when an employer acts as the middleman between an insurance company and its employees, the employer is the agent of the employees, not the insurance carrier.”). These two approaches to the characterization of the employer have been described respectively as the minority and majority rules. See Bowes v. Lakeside Industries, Inc., 297 Minn. 86, 209 N.W.2d 900, 902 n. 1 (1973) (<HOLDING>). See generally Comment, Group Insurance: Options: A. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work B. holding that admonishment for breach of insurers obligation to insured is not applicable to equitable share dispute between insurers C. holding that the employer may be considered the insurers agent where the employer with the consent of the insurer performs routine administrative functions such as assisting in the processing of claims D. holding that the language of 9133 applies only to insurers and not to the insurers employees E. holding that the employer was not the insurers agent

assistant: The best answer is E. holding that the employer was not the insurers agent
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: terms, the statute invalidates “[a]ny contract entered into by any person with any unlicensed mortgage broker.” (Emphases added.) “Departure from the literal eon-struetion of a statute is justified only if such a construction yields an absurd and unjust result obviously inconsistent with the purposes and policies of the statute.” Shin v. McLaughlin, 89 Hawai'i 1, 4, 967 P.2d 1059, 1062 (1998) (quoting Alvarez v. Liberty House, Inc., 85 Hawai'i 275, 278, 942 P.2d 539, 542 (1997)). We agree that a hyperliteral construction of HRS § 454-8 would yield an absurd result, inasmuch as a contract wholly unrelated to mortgage brokerage activity, notwithstanding that a party to the contract is an unlicensed mortgage broker, is obviously beyond the intended scope of the statute 285 (D.Haw.1988) (<HOLDING>), and United National Bank of Miami v. Airport Options: A. holding broker not a party to a purchase contract and therefore not liable for attorneys fees even though provision providing for payment of the brokers commission was contained in the contract B. holding brokers were not entitled to commission where agreement provided commission was payable at closing of real estate transaction because brokers did not produce clients that closed C. holding that the real estate brokers law which provided for the investigation of the acts of real estate brokers and the suspension or revocation of their licenses for specified acts is penal and must be strictly construed D. holding that when neither real estate brokers licensing statute nor its legislative history indicated that legislature intended unenforeeability of unlicensed brokers commission agreement broker was entitled to retain commission paid E. holding that in action to enforce note and mortgage by mortgagee which performed brokerage services as part of agreement with mortgagor mortgagees failure to obtain brokers license in violation of statute invalidating unlicensed peisons contracts for commission did not render entire real estate transaction void

assistant: The best answer is D. holding that when neither real estate brokers licensing statute nor its legislative history indicated that legislature intended unenforeeability of unlicensed brokers commission agreement broker was entitled to retain commission paid
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: we reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you ; provided , however , that you shall remain liable for any such claim .

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: If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Disability, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Section 6(b) by delivering to the Grantee one Share for each Vested RSU as soon as administratively practicable after the last day of the Performance Period, but in any event, by March 15th of the year following the year in which the Performance Period ends.

assistant: Disability
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: this Court’s Discharge Order of September k, 2002”) and • “the State Court’s Orders recorded February 10, 2009 and June 22, 2009, claiming the Net Equity assets remaining at the end of the bankruptcy case, specifically the [Great Northern Land Co.] stock, [Canyon Quarry Co.] stock, and 6 burial lots, constitute a pre-petition claim, and are void ab ini-tio in these regards, as those assets are not marital property, but rather, are Flanders’ post-petition, after-acquired assets acquired from the Net Equity of the Bankruptcy Estate.” R. at 824-25 (footnote & boldface omitted). These requests trigger the Rooker-Feldman doctrine, for they depend on a finding that the state court erred and entail relief from the erroneous orders. See Mann v. Boatright, 477 F.3d 1140, 1147 (10th Cir. 2007) (<HOLDING>); Ebel v. Ebel (In re Ebel), 139 Fed.Appx. 26 Options: A. holding that south carolinas declaratory judgment act is not a vehicle for the nullification of such instruments nor is it a substitute or alternate method of contesting the validity of wills B. holding that a claim for a declaratory judgment which sought nullification of a probate courts orders is precisely the type of claim encompassed by the rookerfeldman doctrine C. holding that a suit for compensatory and punitive damages against various probate judges for conspiracy to deprive the plaintiff of property during the probate proceedings was not barred by the probate exception or rookerfeldman abstention doctrine D. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action E. holding that the determination by the probate court in the summary proceeding provided for by section 211516 revised code that assets should be included in an estate makes the question of title res judicata as between all parties to the proceeding but the judgment of the probate court may be attacked in a subsequent action by other interested persons who were not parties to the proceeding in probate court

assistant: The best answer is B. holding that a claim for a declaratory judgment which sought nullification of a probate courts orders is precisely the type of claim encompassed by the rookerfeldman doctrine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with any Secondary Market Transaction, severance or other transaction permitted pursuant to this Article 9 , the Borrower Parties shall pay their own expenses (including legal fees) incurred in connection therewith (including with respect to executing any documentation, or providing any Updated Information or other documentation, in accordance therewith, and otherwise cooperating with Agent and complying with the provisions thereof), and Agent and each Lender shall pay their own expenses (including legal fees) incurred in connection therewith.

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: If the sale of the Membership Interest of the Exiting Member is consummated and if such sale is of the entire Membership Interest of the Exiting Member, then the Exiting Member shall be released from any liability first arising under this Agreement after the consummation of such sale.

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: State is not included in that description. The State contends that the legal principle applied in Lomax v. Comptroller, 323 Md. 419, 593 A.2d 1099 (1991), applies to our analysis of the CPA. We agree. In Lomax, this Court applied the general principle that, when construing a statute whose language is written in general terms that are reasonably susceptible to being construed as applicable to the conduct of both governmental and private parties, the rule of construction to be applied is to exclude the government from the statute’s operation unless the Legislature provides particular indication in the language that it intended to include the State in its sweep. Lomax, 323 Md. at 421-22, 593 A.2d at 1100; see also Glascock v. Baltimore County, 321 Md. 118, 121, 581 A.2d 822, 824 (1990) (<HOLDING>); City of Baltimore v. State, 281 Md. 217, 223, Options: A. recognizing that philadelphia as a home rule city derives its power generally to govern itself and to enact zoning regulations from the home rule act 53 ps 13101 but that to the extent that provisions of the zoning enabling act 53 ps 14752 are not inconsistent with philadelphias zoning regulations they remain in force B. holding that because no clear implication could be derived from the language of the statute that the state should be bound by the local zoning ordinances the state was not bound C. holding that agency is bound by its regulations D. holding that the legislature did not intend the state to be bound by local zoning regulations when constructing a communications tower because the legislature neither named the state nor manifested an intention that it be bound by the provisions of the enabling act which granted zoning authority to the city E. holding that in the limited circumstances when local zoning authorities actions prohibit personal wireless service the act preempts local zoning law

assistant: The best answer is D. holding that the legislature did not intend the state to be bound by local zoning regulations when constructing a communications tower because the legislature neither named the state nor manifested an intention that it be bound by the provisions of the enabling act which granted zoning authority to the city
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: for two reasons; 1) fencing is specifically listed in the definition of a “removal action” in § 101(23), and 2) the fence was installed nine months before the draft remedial action plan and while RI/FS testing was still ongoing. See id. at 1393. In contrast, the court concluded that installation of the utilities constituted “construction of the remedial action,” noting that the utilities were installed for the sole purpose of implementing the chosen permanent remedy, which was apparent from the draft remedial action plan, and marked the “initiation” of the final remedy. See id. at 1393-94. Again, in Hyampom the final remedy was reasonably known at the time the triggering action was taken. See also Advanced Micro Devices v. National Semiconductor, 38 F.Supp.2d 802, 813 (N.D.Cal.1999) (<HOLDING>). Based on these decisions, the court concludes Options: A. holding that venue was proper in kansas because both of the defendants conducted many of their activities with the plaintiff through the mail despite that fact that the defendants activities may have been more substantial in california B. holding that upon remand if the trial court determined that the testimony in a newly discovered evidence claim was reliable the trial court must review that new evidence as well as brady claims that were previously rejected in a prior postconviction motion because the evidence was equally accessible to the defense and there was no reasonable probability that the result of the trial would have been different had the evidence been disclosed C. recognizing in comparison to hyampom that the final design had not been disclosed prior to the activities relied upon as remedial action D. holding that in the context of construction litigation regarding the alleged negligence of design professionals a tort action for negligent misrepresentation alleging damages based purely on economic loss is not available to a party in privity of contract with a design professional E. holding an allegation sufficient under rule 9b that the plan and the participants acting on behalf of the plan relied upon and are presumed to have relied upon defendants representations and nondisclosures to their detriment

assistant: The best answer is C. recognizing in comparison to hyampom that the final design had not been disclosed prior to the activities relied upon as remedial action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A Participant’s interest in the Tricon Common Stock Account is valued as of a Valuation Date by multiplying the number of phantom shares credited to his Account on such date by the fair market value of a share of Tricon Common Stock on such date, and then adding the value of the Participant’s dividend subaccount.

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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 403 U.S. 711 91 S.Ct. 2285 29 L.Ed.2d 820 Charles HUNTER et al.v.TENNESSEE. No. 5085. Supreme Court of the United States June 28, 1971* On petition for writ of certiorari to the Supreme Court of Tennessee, Western Division. PER CURIAM. 1 The motions for leave to proceed in forma pauperis and the petitions for writs of certiorari are granted. 2 After a joint trial in the state courts of Tennessee, petitioners were convicted of rape and sentenced to death. While their appeals were pending in the Tennessee Supreme Court, this Court announced its decision in Witherspoon v. Illinois, 391 U.S. 510, 88 S.Ct. 1770, 20 L.Ed.2d 776 (1968). Petitioners sought to supplement their bills of exceptions to raise issues under that decision, but they were precluded from doing so by the provisions of former Tennessee Code Annotated § 27-111 (1955), which as it then stood prohibited the filing of bills of exceptions more than 90 days after judgment. The Tennessee Supreme Court therefore affirmed petitioners' convictions and sentences without considering the possible effect of Witherspoon. 222 Tenn. 672, 440 S.W.2d 1 (1969). While the petitions for certiorari were pending in this Court, the Tennessee Legislature amended § 27-111 to authorize the state appellate courts to order the filing of bills of exceptions in criminal cases at any time, for good cause shown. Tenn. Code Ann. § 27-111 (Supp. 1970). With matters in this posture, we believe that sound judicial administration requires us to vacate the judgments below and remand the cases to the Tennessee Supreme Court so as to afford petitioners an opportunity to apply to that court under the new Tennessee statute for leave to supplement their bills of exceptions. In so doing we, of course, intimate no view on the merits of petitioners' contentions or as to the applicability of the new Tennessee statute to these cases. 3 It is so ordered. 4 Mr. Justice BLACK dissents. * Together with No. 5098, Ulous Harris v. Tennessee; No. 5101, Garfield Houston et al. v. Tennessee; and No. 5103, Charles Hunter et al. v. Tennessee.

assistant: 1
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 representation or warranty by Sellers or Sole Shareholder in this Agreement or any of the Transaction Documents to which it is a party, and no statement contained in any document or other writing furnished or to be furnished to Buyer pursuant to this Agreement or any of the Transaction Documents to which it is a party, contains any untrue statement of fact or omits or will omit to state any fact necessary in order to make the statements made herein or therein not misleading. All copies of Contracts and all other documents delivered to Buyer pursuant hereto are true, complete and accurate. There has been no event or transaction (other than the transactions contemplated hereby and the matters related thereto) that has occurred or information that has come to the attention of Sellers or Sole Shareholders that has had or could reasonably be expected to have a Material Adverse Effect or that could otherwise reasonably be expected to prevent or impair the ability of Buyer, after the Closing, to carry on the Business in the same manner as it is presently being conducted.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 391 U.S. 604 88 S.Ct. 1864 20 L.Ed.2d 843 Julia IOANNOUv.NEW YORK. No. 191. Supreme Court of the United States October Term, 1962. June 3, 1968 Sydney J. Schwartz, on the motion. Louis J. Lefkowitz, Atty. Gen. of New York, and Daniel M. Cohen, Asst. Atty. Gen., in opposition. On Motion for Leave to File a Petition for Rehearing. PER CURIAM. 1 The motion for leave to file a petition for rehearing is denied upon the representation of the Attorney General of New York that the movant may file a new application 'to withdraw the funds deposited with the New York City Treasurer' in the light of changed circumstances. See Zschernig v. Miller, 389 U.S. 429, 88 S.Ct. 664, 19 L.Ed.2d 683; Goldstein v. Cox, 389 U.S. 581, 88 S.Ct. 694, 19 L.Ed.2d 781. 2 Mr. Justice DOUGLAS. 3 Since the only changed circumstances concern the intervening decision of this Court in Zschernig v. Miller, 389 U.S. 429, 88 S.Ct. 664, 19 L.Ed.2d 683, and since the rationale of that decision applies to custodial statutes such as New York has as well as to escheat statutes like Oregon's, I would dispose of the case here and now (either after or without oral argument) and not require petitioner to retravel once more the long, arduous, and expensive path from New York's surrogate court. 4 Mr. Justice HARLAN would deny unconditionally the motion for leave to file a petition for rehearing, substantially for the reasons given in his dissenting opinion in United States v. Ohio Power Co., 353 U.S. 98, 99, 77 S.Ct. 652, 1 L.Ed.2d 683. 5 Mr. Justice FORTAS and Mr. Justice MARSHALL took no part in the consideration or decision of this motion.

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 case excerpt and choose the best holding from the options. Case excerpt: only on Lewis and Hildebrand, but also on “their respective heirs, successors, executors, personal representatives, and assigns,” as well. Thus, to accept the argument advanced by Lewis would render federal courts forever without jurisdiction to hear tiny contractual dispute arising out of any of the rights established or granted in the Separation Agreement, a nonsensical result which finds no support in the law. Also noteworthy is the fact that the Final Decree of Divorce in this case only "ratified, affirmed and incorporated” the Separation Agreement, and expressly stated that the Separation Agreement was “not merged” into the decree. As recognized in Doherty v. Doherty, 9 Va.App. 97, 383 S.E.2d 759, 760 (1989), "[w]here the circumstances are such that the agreem . 79, 82 (D.Md.1978) (<HOLDING>) (citations omitted). 19 . See also Fidelity, Options: A. recognizing that the corporation is always deemed to be an indispensable party in a shareholder derivative action B. holding that dismissal is proper for a derivative cause of action but not for a direct cause of action C. holding a shareholders derivative action even where the only relief allowed is a recovery of damages is nevertheless a suit in equity and not an action at law D. recognizing that in a derivative action the corporation for whose benefit suit is brought is a necessary party to the action E. recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands

assistant: The best answer is D. recognizing that in a derivative action the corporation for whose benefit suit is brought is a necessary party to the action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a Change in Control, then Restricted Stock Units shall time vest in accordance with the Plan and performance vest if the Change in Control Price equals or exceeds the stock price in the applicable performance vesting conditions as set forth in the Notice of Grant and shall continue or be settled as provided in the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Loan Parties of the Loan Documents and the Material Contracts to which they are parties and the consummation of the transactions contemplated by the Loan Documents and the Material Contracts do not and will not (i) violate any provision of (a) any Legal Requirement applicable to the Company or any of its Subsidiaries, (b) the Organizational Documents of the Company or any of its Subsidiaries or (c) any order, judgment or decree of any Governmental Instrumentality binding on the Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company or any of its Subsidiaries (including such obligations pursuant to the Gaming Concession Contract and each Land Concession Contract), (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of Lenders and any Liens granted on the Land Concession Contract and the real property covered by such contract in favor of the Concession Guarantor), or (iv) require any approval of any Person under any Contractual Obligation of the Company or any of its Subsidiaries except for such approvals or consents which will be obtained on or before the 2016 Restatement Date, or are not yet required to be obtained pursuant to such Contractual Obligation and which the Company has no reason to believe cannot be obtained when required, and disclosed in writing to Lenders, and except in the cases of clauses (i), (ii), (iii) and (iv) for such violations, conflicts, approvals and consents the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.

assistant: No Conflicts
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: injunctive relief on the basis of state law. UPS was thus precluded from seeking adjudication of its state law claims in the federal action. We do not believe that a party should be required to forfeit its state law claims as the price of obtaining a federal forum for its federal claims. Finally, we observe that opting to avoid the CPUC and state hearing process would not have insured UPS a federal hearing, but would likely have forestalled it. We have held that a litigant may not seek to evade the preclusive effect of state review by foregoing the right to state court appeal. Eilrich v. Remas, 839 F.2d 630, 632 (9th Cir.1988), cert. denied, 488 U.S. 819, 109 S.Ct. 60, 102 L.Ed.2d 38 (1988). See also Ashbury Truck Co. v. Railroad Comm’n of California, 52 F.2d 263, 268-69 (D.C.Cal.1931) (<HOLDING>), affd, 287 U.S. 570, 53 S.Ct. 94, 77 L.Ed. 501 Options: A. holding that where party made argument for first time in motion for rehearing in court of appeals error if any was waived B. holding that motor carriers motion to enjoin state railroad commission an administrative precursor to the cpuc was without equity where carrier failed to apply for rehearing or review by state supreme court C. holding that there is no authority for a motion for rehearing of an order disposing of a rule 3800 motion to correct illegal sentence and therefore the motion for rehearing did not postpone rendition of the order so as to make the notice of appeal timely D. holding that under the circumstances of that case an argument made for the first time in a motion for rehearing was waived E. holding that a rehearing order was not final or appealable

assistant: The best answer is B. holding that motor carriers motion to enjoin state railroad commission an administrative precursor to the cpuc was without equity where carrier failed to apply for rehearing or review by state 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 case excerpt and choose the best holding from the options. Case excerpt: 872, 884 (7th Cir.1994) (citing Pierce, 487 U.S. at 570-71, 108 S.Ct. 2541 (internal quotation marks omitted)). Appellant’s additional claim that the district court abused its discretion by denying EAJA fees in relation to the ALJ’s vocational analysis is an attempt to relitigate the underlying merits of her disability adjudication that we need not consider. For the foregoing reasons, we REVERSE the decision of the district court denying Huber’s application for fees under the EAJA and REMAND for the district court to determine the appropriate amount of fees to award to Huber. 1 . Because the remand Huber obtained was under sentence four of 42 U.S.C. § 405(g), her application for fees was timely. See Shalala v. Schaefer, 509 U.S. 292, 298 & 300-01, 113 S.Ct. 2625, 125 L.Ed.2d 239 (1993) (<HOLDING>); Melkonyan v. Sullivan, 501 U.S. 89, 102, 111 Options: A. holding a district court remanding a case pursuant to sentence four of 405g must order judgment in the case and may not retain jurisdiction over the ad ministrative proceedings on remand B. holding that a remand due to an intervening court decision did not render the appellant a prevailing party for eaja purposes C. holding that 42 usc 405g limits the district courts discretion to remand for reconsideration in light of new evidence D. holding that a sentence four remand under 42 usc 405g is a final appealable decision and that a party who wins a remand under sentence four is a prevailing party for purposes of the eaja E. holding that a plaintiff who wins any measure of damages is a prevailing party for the purposes of feeshifting statutes

assistant: The best answer is D. holding that a sentence four remand under 42 usc 405g is a final appealable decision and that a party who wins a remand under sentence four is a prevailing party for purposes of the eaja
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: Manager shall cooperate with the new operator of the Hotel to effect a smooth transition and shall peacefully vacate and surrender the Hotel to Owner or its designee. Owner shall use its best efforts to cause such new operator to cooperate with Manager in effecting a smooth transition with as little hindrance to the operation of the Hotel prior to such transition as is reasonably practicable.

assistant: Cooperation
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) In the event that Applicable Law requires ZAI to deduct or withhold taxes with respect to any payment to be made by ZAI pursuant to this Agreement, ZAI will notify TESARO of such requirement prior to making the payment to TESARO and provide such assistance to TESARO, including the provision of such documentation as may be required by a tax authority, as may be reasonably necessary in TESARO’s efforts to claim an exemption from or reduction of such taxes. ZAI will, in accordance with Applicable Law, deduct or withhold taxes from the amount due, remit such taxes to the appropriate tax authority when due, and furnish TESARO with proof of payment of such taxes within thirty (30) days following the payment. If taxes are paid to a tax authority, ZAI shall provide reasonable assistance to TESARO to obtain a refund of taxes withheld, or obtain a credit with respect to taxes paid. To the extent such amounts are paid to the appropriate tax authority, such amounts shall be treated for all purposes of this Agreement as having been paid to TESARO.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Circuit is the only circuit falling into the first category and considers an order only damaging an attorney’s professional reputation as never appealable. Clark Equip. Co. v. Lift Parts Mfg. Co., Inc., 972 F.2d 817, 820 (7th Cir.1992) (“[A]n attorney may not appeal from an order that finds misconduct but does not result in monetary liability, despite the potential reputational effects.”). In reaching its conclusion, the Seventh Circuit balanced the severity of the harm of damage to an attorney’s professional reputation-characterizing it as a “speculative contingency” rather then a concrete injury, id.,against the practical considerations of “congested appellate dockets and ... the difficulty of assuring an adversary contest in most such appea ces, 395 F.2d 954, 956 (D.C.Cir.1967) (<HOLDING>). The Ninth Circuit also falls into this Options: A. holding sanctions order pursuant to district courts inherent powers not immediately appealable B. holding that a court could not agree to impose a sentence within the guidelines but then give a sentence that suspended all but an amount within the guidelines because a reasonable defendant would believe that within the guidelines included suspended time C. holding that a finding of professional misconduct not accompanied by other sanctions is analogous to a defendant found guilty but given a suspended sentence and is appealable D. holding that defendant was not entitled to partially suspended sentence as a previously convicted felon E. holding sanctions pursuant to rule 26g not immediately appealable

assistant: The best answer is C. holding that a finding of professional misconduct not accompanied by other sanctions is analogous to a defendant found guilty but given a suspended sentence and is appealable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in addition , you are allowing certain incoming calls generated outside the viber network , by your friends or other people calling your number , to be received by your mobile device or desktop through the licensed application ( hereinafter : `` viber in '' ) .

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: This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

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 case excerpt and choose the best holding from the options. Case excerpt: F.3d 888, 897 (6th Cir.2008) (“We must accept as valid a state court’s interpretation of the statutes and rules of practice of that state.”) (citing Estelle v. McGuire, 502 U.S. 62, 67-68, 112 S.Ct. 475, 116 L.Ed.2d 385 (1991)). The majority cites cases from three of our sister circuits to support its contention that appeals to general deterrence might be appropriate at the sentencing phase of a death penalty case. Although federal cases are not relevant in light of Tennessee’s unambiguous conclusion that the prosecutor’s argument was improper, I note that, in this circuit, general-deterrence arguments are disfavored, especially where, as here, the argument is “calculated to inflame passion and prejudice.” See, e.g., United States v. Solivan, 937 F.2d 1146, 1150-53, 1155 (6th Cir.1991) (<HOLDING>); cf. Byrd v. Collins, 209 F.3d 486, 539 (6th Options: A. holding that the defendants objection was untimely when he waited until the end of the prosecutors closing argument to raise it B. holding that the prosecutors request that the jury send a message to the community was improper in the guilt phase of the trial but was not so flagrantly improper as to constitute plain error C. holding that it was harmless error when the prosecutor focused on a single incident in closing argument D. holding prosecutors reference in closing argument to defendants prior conviction constituted an introduction of evidence so extremely unfair as to violate fundamental conceptions of justice and thus a deprivation of defendants right to due process E. holding that a prosecutors entreaty in closing argument to convict a defendant in order to send a message and strike a blow to the drug problem was a single misstep so destructive to defendants right to a fair trial that it constitute reversible error

assistant: The best answer is E. holding that a prosecutors entreaty in closing argument to convict a defendant in order to send a message and strike a blow to the drug problem was a single misstep so destructive to defendants right to a fair trial that it constitute reversible error