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: duties for the court, district judges would have to devote a 'substantial' portion of their time to various procedural matters rather than to trying cases.”). 4 . See, e.g., Wingo v. Wedding, 418 U.S. 461, 469-70, 94 S.Ct. 2842, 41 L.Ed.2d 879 (1974) (finding that the Federal Magistrates Act did not authorize magistrates to hold habeas corpus evidentiary hearings and explaining that "although the Act gives district judges broad authority to assign a wide range of duties to magistrates, Congress carefully circumscribed the permissible scope of assignment to only 'such additional duties as are not inconsistent with the Constitution and laws of the United States’" (quoting 28 U.S.C. § 636(b))); United States v. Raddatz, 447 U.S. 667, 681, 683, 100 S.Ct. 2406, 65 L.Ed.2d 424.(1980) (<HOLDING>); Gomez v. United States, 490 U.S. 858, 871-72, Options: A. holding that failure to review the evidence presented to the magistrate and failure even to have a transcript filed with the district court was reversible error B. holding that the district courts order refusing to exercise jurisdiction and remanding to the magistrate court for trial was sufficiently final for purposes of appeal and then determining that the remand was in error C. holding that district judges failure to recuse was harmless error where the underlying question was patently clear and so there was no need to vacate the district courts decision and to remand to another district court judge to make the same clear determination D. holding that the district courts referral of a motion to suppress to a magistrate did not violate article iii so long as the ultimate decision is made by the district court and explaining that congress was alert to art ill values concerning the vesting of decisionmaking power in magistrates accordingly congress made clear that the district court has plenary discretion whether to authorize a magistrate to hold an evidentiary hearing and that the magistrate acts subsidiary to and only in aid of the district court thereafter the entire process takes place under the district courts total control and jurisdiction E. holding that only a district judge in the charging district and not a magistrate judge in that district may review the release order of a magistrate judge in the arresting district

assistant: The best answer is D. holding that the district courts referral of a motion to suppress to a magistrate did not violate article iii so long as the ultimate decision is made by the district court and explaining that congress was alert to art ill values concerning the vesting of decisionmaking power in magistrates accordingly congress made clear that the district court has plenary discretion whether to authorize a magistrate to hold an evidentiary hearing and that the magistrate acts subsidiary to and only in aid of the district court thereafter the entire process takes place under the district courts total control and jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: By accepting the Performance Award, the Employee agrees that during the twenty-four month period immediately following the Termination Date, the Employee will not use or disclose the Company’s and/or its subsidiaries’ Confidential Information, except in the faithful performance of the Employee’s duties for the Company. For purposes of this Performance Award Agreement, Confidential Information includes trade secrets and other confidential and proprietary information and materials pertaining to, among other things: (a) designs (including garment and fabric) and fashion trends; (b) sourcing, manufacturing, merchandising, licensing and supply chain processes, techniques and plans; (c) advertising, marketing and promotional plans; (d) technical and business strategies and processes; (e) sales, revenues, profits, margin, expenses, and other financial information; (f) relationships between the Company and its customers, its vendors and its employees; (g) customers’ personal identifying information; (h) stores and real estate, including expansion and relocation plans; (i) store operations, including policies and procedures; (j) compensation, benefits, performance history and other information relating to the Company’s and/or its subsidiaries’ employees; and (k) acquisitions, mergers, divestitures, and agreements regarding franchising and distribution. Confidential Information does not include information that is, or becomes, generally known within the industry or generally available to the public (unless through the Employee’s improper disclosure). The purpose of this provision is to protect the Company’s and/or its subsidiaries’ legitimate interest in maintaining the confidentiality of its private business information; accordingly, nothing herein is intended to or shall be construed to prohibit communications among associates regarding their compensation or any other terms and conditions of employment. Nothing in this Performance Award Agreement is intended to or will be used in any way to limit the Employee’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

assistant: Confidentiality
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 other terms and conditions contained in the Certificate and in the Plan, the Restricted Share Units shall vest in four installments of an approximately equal whole number of Restricted Share Units on each of the first, second, third and fourth anniversaries of the Date of Grant.

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: Wolverine and any of its subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to the Performance Restricted Stock award under this Agreement, including, without limitation, the award or lapsing of Stock Restrictions on the Performance Restricted Stock; or (b) require Employee promptly to remit the amount of such withholding to Wolverine or a subsidiary before taking any action with respect to the Performance Restricted Stock. Unless the Committee provides otherwise, withholding may be satisfied by withholding common stock to be received or by delivery to Wolverine or a subsidiary of previously owned common stock of Wolverine.

assistant: Withholdings
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: Court may not dismiss the Plaintiff’s Complaint absent a showing of exceptional circumstances. See, e.g., Herbstein, 743 F.Supp. at 188 (finding Argentine case was at preliminary stage where formal investigation into possible misappropriation had just begun and there had not yet been any determination of actual wrongdoing). The Defendant by the Swiss District Court regarding Pablo’s liability on Ms. Madanes’ contractual claim would not dispose of the RICO claims in this action. For example, determining that Pablo is guilty on the contractual claim does not answer the question of whether he managed an international conspiracy; nor does a finding of innocence necessarily mean that no such conspiracy existed, especially among the other Defendants. See id.; Herbstein, 743 F.Supp. at 188 (<HOLDING>). The principal cases upon which the Defendants Options: A. holding that utsa preempted a breach of fiduciary duty claim because the factual allegations supporting that claim involved only the misappropriation of information B. holding that claim of misappropriation was distinguishable from claim of fraudulent inducement even though underlying facts were same C. holding that suit arose from alleged fraudulent transfer of real property located in texas even though the allegedly fraudulent assignment occurred in california D. holding that plaintiffs were entitled to a jury trial on claim of breach of fiduciary duty where underlying claim was a common law negligence action E. holding that even if utah law recognized tort of misappropriation such a claim would be preempted by copyright act

assistant: The best answer is B. holding that claim of misappropriation was distinguishable from claim of fraudulent inducement even though underlying facts were same
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed and accepted in one or more counterparts for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmission or by electronic mail transmission, including but not limited to an Adobe file format document (also known as a PDF file), shall be as effective as delivery of a manually executed counterpart hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was in control of the premises when and where the accident occurred. McCraney v. Gibson, 952 N.E.2d 284, 288 (Ind.Ct.App.2011) (quoting Yates v. Johnson County Bd. of Comm’rs, 888 N.E.2d 842, 847 (Ind.Ct.App.2008)), trans. denied. This rule is meant to impose liability upon the party who could have known of any dangers on the land and could have acted to prevent any foreseeable harm. Id. (quoting Beta Steel, 830 N.E.2d at 70). Although duty usually presents a question of law, whether a duty exists in premises liability cases may depend upon resolution of underlying facts by the trier of fact, including questions regarding who controlled the property at the time and place of an accident. Id. (quoting Yates, 888 N.E.2d at 847); see also Rhodes v. Wright, 805 N.E.2d 382, 386 (Ind.2004) (<HOLDING>). Whether there has been possession and control Options: A. holding that there was a genuine issue of material fact precluding summary judgment B. holding that plaintiff failed to show genuine issue of material fact on equitable estoppel claim C. holding that when there are no genuine issues of material fact summary judgment is appropriate D. holding there was genuine issue of material fact to be decided by jury as to who controlled property at time and place of accident for purposes of premises liability duty E. holding that unsupported allegations or denials are insufficient to create a genuine issue of material fact for purposes of summary judgment

assistant: The best answer is D. holding there was genuine issue of material fact to be decided by jury as to who controlled property at time and place of accident for purposes of premises liability duty
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 waiver, forbearance or failure by either Party of its right to enforce any provision of this Agreement shall constitute a waiver or estoppel of such Party’s right to enforce such provision in the future.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser has all requisite authority and full legal capacity to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by Purchaser pursuant to all necessary authorizations and is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to General Enforceability Exceptions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: standard for reviewing a circuit court's findings of fact is essentially the same as the current "clearly erroneous" standard of review). As a matter of constitutional fact, we independently conclude that Johnson did not freely and voluntarily give his consent to search his vehicle. IV ¶ 20. The Fourth Amendment to the United States Constitution and Article 1, Section 11 of the Wisconsin Constitution protect persons from unreasonable governmental searches and seizures. In general, our cases have ordinarily construed the search and seizure protections of the state and federal constitutions coextensively. See, e.g. State v. Williams, 2001 WI 21, ¶ 18 n.6, 241 Wis. 2d 631, 623 N.W.2d 106 (citation omitted); but see State v. Eason, 2001 WI 98, ¶ 63, 245 Wis. 2d 206, 629 N.W.2d 625 (<HOLDING>). ¶ 21. During an investigative stop, an Options: A. holding that the exclusionary rule under the fourth amendment applies to civil forfeiture proceedings B. holding that the fourth amendment exclusionary rule should not bar the use of evidence obtained by police officers acting in good faith and with reasonable reliance on a facially valid search warrant C. recognizing good faith exception to fourth amendment exclusionary rule D. holding that with respect to the good faith exception to the exclusionary rule article 1 section 11 of the wisconsin constitution affords additional protection than that which is afforded by the fourth amendment E. holding that an exception to the fourth amendment exclusionary rule applies where the police would have obtained the evidence if no illegality had occurred

assistant: The best answer is D. holding that with respect to the good faith exception to the exclusionary rule article 1 section 11 of the wisconsin constitution affords additional protection than that which is afforded by the fourth amendment
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 term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for an initial term of three (3) years (the “Initial Term”). Thereafter, the Term shall continue for successive one (1) year terms (the “Additional Terms”) unless either the Company or the Executive provides written notice of termination of this Agreement not less than one hundred twenty (120) days prior to the end of the Initial Term or any Additional Term, or unless earlier terminated by the mutual written consent of the Company and the Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Release Agreement shall be governed by the laws of the State of Arizona, without regard to the choice of law provisions thereof. Releasor hereby expressly consents to personal jurisdiction and venue in the State and federal courts located in Maricopa County, Arizona for any lawsuit arising from or relating to this Release Agreement, without regard to his/her then-current residence or domicile, and hereby expressly and irrevocably waives any objection to such jurisdiction and venue. Notwithstanding the foregoing, if any severance payment or other benefit hereunder requires Releasor to temporarily continue on Blackhawk’s payroll in California, then this Release Agreement shall be governed by the laws of the State of California, without regard to the choice of law provisions thereof, and Releasor agrees to personal jurisdiction and venue in the State and federal courts located in San Mateo County, California for any lawsuit arising from or relating to this Release Agreement, without regard to his/her then-current residence or domicile, and hereby expressly and irrevocably waives any objection to such jurisdiction and venue.

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: 2182, 2187, 115 L.Ed.2d 123 (1991) (defendant received sufficient notice when either the PSR indicates that certain facts could justify an upward departure or when the government requests a departure)). In addition, Beatty’s counsel acknowledged that he was aware of the district court’s “inherent power” to depart upward and that he had thought about the departure issue and was prepared to orally address it during the sentencing hearing. (See Sent.Tr. at 4.) Consequently, the district court did not abuse its discretion in denying Beatty’s motion for continuance. See United States v. Voss, 787 F.2d 393, 401-02 (8th Cir.) (standard of review for denial of a motion to continue is abuse of discretion), cert. denied, 479 U.S. 888, 107 S.Ct. 286, 93 L.Ed.2d 261 (1986). II (8th Cir.1991) (<HOLDING>), with United States v. Werlinger, 894 F.2d Options: A. holding that district court may consider defendants underlying conviction under both 2j16a and 4alla d when sentencing him for failure to appear to serve his sentence B. holding that resentencing should consider all sentencing arguments and remanding for court to consider defendants argument for downward departure based on postconviction rehabilitation C. holding that sentencing court is permitted to consider evidence of both uncharged acts and evidence underlying counts on which the defendant has been acquitted D. holding that the district court may consider evidence of a defendants postsentence rehabilitation and that such evidence may support a downward variance from the federal sentencing guidelines E. holding that district court may consider defendants underlying conviction under both 2p11a1 and 4alld e when sentencing him for escape

assistant: The best answer is E. holding that district court may consider defendants underlying conviction under both 2p11a1 and 4alld e when sentencing him for escape
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: (%3) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. Signatures transmitted by facsimile or other electronic medium shall be deemed binding upon the parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CSX. But Beal failed to rebut Convergys’s legitimate, nondiscriminatory reasons for the adverse employment acts, including that Beal performed unsatisfactorily by failing to meet her sales goals and by recording customer calls contrary to company policy. Here, Beal does not dispute that she failed to meet her sales goals. Nor does she present evidence supporting her assertion that she received reprimands from Convergys mainly or just to thwart her career advancement. Because Beal did not demonstrate that Convergys’s proffered reasons were not the “real” reasons for the adverse employment acts, or that the real reason was discriminatory animus against her, she failed to establish pretext. See St. Mary’s Honor Ctr. v. Hicks, 509 U.S. 502, 515, 113 S.Ct. 2742, 2752, 125 L.Ed.2d 407 (1993) (<HOLDING>) (emphasis in original). For the foregoing Options: A. holding that an employee may establish that the legitimate reason for an employment decision offered by an employer is pretextual by showing by a preponderance of the evidence either that the discrim inatory reason was the true reason motivating the employers conduct or that the profferred legitimate reason was false B. holding that woman has constitutionally protected right to determine for any reason or no reason to terminate her pregnancy C. holding that a plaintiff may rely on the same evidence to prove both pretext and discrimination D. holding that the plaintiffs argument rebutting the defendants legitimate nondiscriminatory reason on the plaintiffs discrimination claim also rebutted the defendants reason on the plaintiffs retaliation claim because they were the same E. holding that a reason cannot be proved to be a pretext for discrimination unless it is shown both that the reason was false and that discrimination was the real reason

assistant: The best answer is E. holding that a reason cannot be proved to be a pretext for discrimination unless it is shown both that the reason was false and that discrimination was the real reason
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company’s obligation to issue Shares pursuant to the exercise of the Option shall be subject to and conditioned upon the satisfaction by the Participant of applicable tax withholding obligations in accordance with Section 6 of this Agreement. If and to the extent the applicable withholding obligations is payable in cash, the Participant hereby authorizes the Company to satisfy all or part of such tax withholding obligations by deductions from cash compensation or other payments that would otherwise be owed to the Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a child for causing D.H.’s sexual organ to contact and penetrate his anus on or about June 18, 2005 (count one); (2) aggravated sexual assault of a child for penetrating D.H.’s anus with his finger on or about June 18, 2005 (count two); (3) indecency with a child for touching D.H.’s genitals on or about June 18, 2005 (count seven); (4) indecency with a child for causing D.H. to touch part of his genitals on or about June 18, 2005 (count eight); (5) aggravated sexual assault of a child for causing D.H.’s sexual organ to contact and penetrate his anus on or about August 20, 2005 (count three); (6) aggravated sexual assault of a child for penetrating D.H.’s anus with his finger on or about August 20, 2005 (count four); (7) indecency with a child for to pp.-Fort Worth 2002, pet. ref'd) (<HOLDING>); Murray v. State, 24 S.W.3d 881, 889 Options: A. holding that the first charging phrase of section 505 is unconstitutionally vague as applied where it was not clear whether touching a minors genitals through her pants constituted sexual conduct as defined by the statute B. holding defendants double jeopardy rights were not violated by his punishment for both aggravated sexual assault and indecency with a child because the evidence at trial showed he committed two separate acts penetrating the victims sexual organ with his finger and touching her genitals with his tongue that constituted two separate offenses C. holding even though appellants two acts may have been committed during the same occurrence appellants touching of the victims genitals with his finger was a separate and distinct criminal act from touching her genitals with his penis D. holding that touching anus and touching genitals are separate offenses under penal code section 2211a1 E. holding that statute which defined sexual contact as any touching of the anus breast or any part of the genitals of another person with intent to arouse or gratify the sexual desire of any person was not vague

assistant: The best answer is C. holding even though appellants two acts may have been committed during the same occurrence appellants touching of the victims genitals with his finger was a separate and distinct criminal act from touching her genitals with his penis
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 the legal representatives of Employee. This Agreement may be transferred, assigned or delegated, in whole or in part, by the Company to its successors and assigns, and the rights and obligations of this Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company, and Employee will remain bound to fulfill Employee’s obligations hereunder. Employee may not, however, transfer or assign his rights or obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement amends and restates that certain Guaranty and Suretyship Agreement, dated November 6, 2013 (the “Existing Guaranty Agreement”), by the Guarantors party thereto in favor of the Administrative Agent for the benefit of the Lenders party to the Existing Credit Agreement. This Agreement is issued in substitution of the Existing Guaranty Agreement and is not a novation thereof. From and after the date of this Agreement, this Agreement evidences the parties that are Guarantors and have liability for the Debtor Liabilities, and any parties to the Existing Guaranty Agreement which are not parties to this Agreement are released from liability for the Debtor Liabilities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The issuance and transfer of the Shares shall be subject to and conditioned upon compliance by the Company and Grantee with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company's common stock may be listed or quoted at the time of such issuance or transfer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: id. at 717 (Aff. of Cary Williams, dated Aug. 22, 2002) (noting that “overall” the panel “felt that Mr. Hager was the top choice”). Ms. Conroy also points to discrepancies in the panel members’ use of the KSAs to evaluate the candidates. According to their testimony, two panel members recalled that the KSAs pertaining to leadership were given more weight; one panel member recalled that all five KSAs were equally weighted; and one panel member could not recall any specific weighting. We think these discrepancies are minor and are insufficient to demonstrate pretext. In the first place, we are inclined to discount the persuasiveness of such evidence. Notably, the panel members were not the ultimate decisionmakers. See Lucas v. Dover Corp., Norris Div., 857 F.2d 1397, 1402 (10th Cir.1988) (<HOLDING>). Second, nothing about the panel’s evaluation Options: A. holding that the plaintiff did not present evidence of retaliation and therefore the plaintiff failed to allege facts that would allow a rational jury to conclude that the employers reasons for termination were pretextual B. holding that trial judges determination that the prosecutors use of peremptory challenges to strike all four africanamerican venirepersons for lack of education and business experience was not pretextual was not clearly erroneous C. holding that allowing moderate use of the resources on the property was not inconsistent with exclusive use D. holding that without any meaningful connection in either time or topic to the employment decision the alleged comments and actions cannot give rise to an inference that the defendants explanation for that decision is pretextual E. holding that subordinates use of inconsistent criteria did not show that the ultimate decisionmakers decision was pretextual

assistant: The best answer is E. holding that subordinates use of inconsistent criteria did not show that the ultimate decisionmakers decision was pretextual
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the RSUs are forfeited on or before the Vesting Date, the RSUs will be converted into an equal number of Shares, which will be registered in your name as of the Vesting Date, and such Shares will be delivered as soon as practicable thereafter, but not later than December 31 following the second anniversary of the Grant Date and, if you are subject to U.S. federal income tax on such Shares, not later than March 15 of the year following the year in which the Vesting Date occurs.

assistant: Payments
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: Conduct, and cause each Subsidiary to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate, other than (i) transactions by and among the Borrower and its wholly-owned Subsidiaries and (ii) compensation of, or fees payable to, officers and directors of the Borrower and its Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 516 U.S. at 199, 116 S.Ct. 619 (quoting East River S.S. Corp. v. Transamerica Delaval Inc., 476 U.S. 858, 866, 106 S.Ct. 2295, 90 L.Ed.2d 865 (1986)); National Enters., Inc. v. Smith, 114 F.3d 561, 565 (6th Cir.1997) (“When a district court exercises its admiralty jurisdiction, that court must apply admiralty law, rather than state law, to the case before it”) This court’s exercise of admiralty jurisdiction “does not result in automatic displacement of state law.” Id. (quoting Jerome B. Grubart, Inc. v. Great Lakes Dredge & Dock Co., 513 U.S. 527, 545, 115 S.Ct. 1043, 130 L.Ed.2d 1024 (1995)). However, admiralty law does require displacement of state law in a great many contexts. See, e.g., Moragne v. States Marine Lines, Inc., 398 U.S. 375, 398-99, 90 S.Ct. 1772, 26 L.Ed.2d 339 (1970) (<HOLDING>); Pearce v. United States, 261 F.3d 643, 647 Options: A. holding that admiralty jurisdiction extends to maritime insurance contracts B. holding that general maritime law preempts state law C. holding that uniformity is as important in maritime survival actions as it is in maritime wrongful death actions D. holding that wrongful death actions asserted under admiralty jurisdiction lie under general maritime law for death caused by violation of maritime duties and are not limited to standards of liability created by state law E. holding that federal maritime law and not state law applies to all actions for wrongful death in navigable state waters

assistant: The best answer is D. holding that wrongful death actions asserted under admiralty jurisdiction lie under general maritime law for death caused by violation of maritime duties and are not limited to standards of liability created by state 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: supervisors’ scrutiny immediately before entering the polling area. The Board does not deny that the electioneering in this case took place at the only entrance to the Employer’s parking lot. Instead, the Board points to the factually similar cases which have upheld elections. See Boston Insulated Wire & Cable v. NLRB, 703 F.2d 876, 882 (5th Cir.1983) (refusing to set aside election results where electioneering was conducted directly outside the two entrances to the building but not in a no-electioneering zone or contrary to the instructions of the Board agent); Chrill Care, Inc., 340 NLRB No. 123, 2003 WL 22793755 (2003) (refusing to set aside election where union representatives picketed outside of employer’s premises during election); see also J.P. Transportation, 1998 WL 869984 (<HOLDING>). This circuit has recognized that “[t]he Options: A. holding that an injury occurring in a parking lot which was leased but not controlled by an employer was compensable because the employer instructed its employees to park in that lot B. holding that injury in a parking lot did not occur on a covered situs C. holding that speaking to employees in a parking lot near the polling place while the polls were open did not violate the milchem rule D. holding that the prisoner should have been allowed to choose whether to leave his car parked in a public parking lot E. holding that party agents conversation with arriving voters in parking lot outside of polling place did not appear substantially to have impaired the employees free choice in the election

assistant: The best answer is E. holding that party agents conversation with arriving voters in parking lot outside of polling place did not appear substantially to have impaired the employees free choice in the election
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: ample evidence for the plaintiffs’ case to avoid summary judgment.” (quoting Acosta-Orozco v. Rodriguez-de-Rivera, 132 F.3d 97, 101 (1st Cir.1997))); González-de-Blasini, 377 F.3d at 86 (recognizing that a “ ‘prima facie case for political discrimination may be built on circumstantial evidence’ ” so long as plaintiffs have “generated ‘the specific facts necessary to take the asserted claim out of the realm of speculative, general allegations’ ” (quoting Kauffman v. P.R. Tel. Co., 841 F.2d 1169, 1173 (1st Cir.1988))). The evidence here, “though thin, point[s] in different directions; that is, it tend[s] to support conflicting inferences. Summary judgment cannot be predicated on so vacillatory a record.” Mandel, 456 F.3d at 207; see also In re Varrasso, 37 F.3d 760, 764 (1st Cir.1994) (<HOLDING>). The judgment of the district court is Options: A. holding summary judgment appropriate when the facts in evidence supported another plausible theory not the plaintiffs theory of the case B. holding that a court faced with competing plausible inferences may not make its choice under the banner of summary judgment C. holding that court should balance competing interests D. holding that the district court did not abuse its discretion in denying motion to alteramend judgment where the plaintiff raised the choice of law issue for the first time after the entry of summary judgment E. holding that a superior court justice may not choose between conflicting inferences at summary judgment stage

assistant: The best answer is B. holding that a court faced with competing plausible inferences may not make its choice under the banner of summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER AND EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTEED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: For example, in National Medical Care, Inc. v. Espiritu, 284 F.Supp.2d 424, 435-36 (S.D.W.Va. 2003), the court found that copyrights in technical drawings depicting medicine cabinets did not protect against production of the medicine cabinets, even though they had been built using unauthorized copies of the plaintiff’s technical drawings. The court held that "[c]opyright protection only extends to as-built structures when the copyright is registered [as `architectural work’] under the AWCPA," id. at 435, and that the protection affording to drawings registered as technical drawings "does not extend to as-built structures, regardless of whether those structures have been built with reference to infringing copies" id. at 435-36. See also Niemi, 2006 WL 2077590, at *3-4 (E.D.Mich.2006) (<HOLDING>). The Plaintiff does not persuasively explain Options: A. holding that without more for defendant to copy books published by plaintiff which were not covered by copyright and then sell these copies does not state a claim for unfair competition B. holding that the use of copies or derivatives of copies of copyrighted technical drawings to manufacture a machine did not constitute an act of copyright infringement C. holding that conversion and unjust enrichment claims were preempted by the copyright act since they were not qualitatively different from a copyright claim because they contained no extra element beyond those necessary to show copyright infringement D. holding that the manufacture of a machine from a copyrighted technical drawing is clearly not copyright infringement E. holding companies contributorily liable for copyright infringement for facilitating users transmissions of unauthorized digital copies of copyrighted works

assistant: The best answer is B. holding that the use of copies or derivatives of copies of copyrighted technical drawings to manufacture a machine did not constitute an act of copyright infringement
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: 6 Section 7 of the NLRA provides that “[e]mployees shall have the right to self-organization, to form, join, or assist labor organizations.” 29 U.S.C. § 157. It also broadly protects the right of employees to “ ‘engage in other concerted activities for the purpose of collective bargaining.’ ” Teamsters Local Union No. 117 v. Dep’t of Corr., 179 Wn. App. 110, 119, 317 P.3d 511 (2014) (quoting 29 U.S.C. § 157). Picketing intended to induce an emp & Joiners of Am., Local 25, 430 U.S. 290, 304-05, 97 S. Ct. 1056, 51 L. Ed. 2d 338 (1977) (no federal preemption of an action for intentional infliction of emotional distress although the conduct was arguably an unfair labor practice); Linn v. United Plant Guard Workers of Am., Local 114, 383 U.S. 53, 61, 86 S. Ct. 657, 15 L. Ed. 2d 582 (1966) (<HOLDING>). 9 The NLRA permits the NLRB to seek a federal Options: A. holding that state jurisdiction over claims by union members against employer for false arrest false imprisonment and malicious prosecution were not preempted under garmon B. holding that false statements in a labor dispute that were injurious to employers reputation were not preempted C. holding that false arrest and false imprisonment claim were not duplicative D. holding the state law claims were not preempted E. holding that false statements are constitutionally protected

assistant: The best answer is B. holding that false statements in a labor dispute that were injurious to employers reputation were not preempted
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: where reasonable , skype will provide you with notice of improper usage before suspension or termination of your subscription and , if appropriate , skype may offer you an alternative subscription .

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 Agreement and the other Loan Documents embody the entire agreement and understanding by and among the parties hereto and thereto relating to the subject matter hereof and thereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan, the granting of Awards under the Plan and the payment of money under DERs awarded hereunder are subject to compliance with all applicable laws, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Partnership, be necessary or advisable in connection therewith. The Committee, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries own, license or otherwise possesses all rights to use, all patents, patent rights, inventions, know-how (including trade secrets and other unpatented or unpatentable or confidential information, systems, or procedures), trademarks, service marks, trade names, copyrights and other intellectual property rights (collectively, the “ Intellectual Property ”) material and necessary for the conduct of its business as described in the SEC Reports, except where the failure to own, license or otherwise possess all rights to use Intellectual Property would not reasonably be expected to have a Material Adverse Effect. No claims have been asserted against the Company or any Subsidiary by any person with respect to the use of any such Intellectual Property or challenging the validity of any such Intellectual Property, other than claims which would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of § 3El.l(b), we agree. The Ninth and Tenth Circuits have concluded that “a prosecutor is afforded the same discretion to file an acceptance of responsibility motion for a third level reduction ... as for the filing of a substantial assistance motion under section 5K1.1.” United States v. Espinoza-Cano, 456 F.3d 1126, 1136 (9th Cir.2006); accord United States v. Moreno-Trevino, 432 F.3d 1181, 1185-86 (10th Cir.2005). Based on that analogy, the Tenth Circuit describes the government’s discretion to file a motion under § 3El.l(b) “a power, not a duty.” Id. at 1186. Even when the Government has discretion to act, it may not act arbitrarily or irrationally or base its actions on an unconstitutional motive. Wade v. United States, 504 U.S. 181, 186-87, 112 S.Ct. 1840, 118 L.Ed.2d 524 (1992) (<HOLDING>); see also United States v. Solis, 169 F.3d Options: A. holding that governmentmotion requirement of 5k11 does not impose duty on government but that government decision not to move must be related to legitimate governmental end B. holding the fourteenth amendment does not apply to the actions of the federal government C. holding that attempts to disclose government employee misconduct has been held to further governmental efficiency meeting the governmental employers responsibility to provide effective services D. holding that amtrak is an agency of the government for purposes of the constitutional obligations of government E. holding that the defendant failed to demonstrate government acquiescence in part because he never reported alleged gang incidents to the government and therefore could not prove that the government was even aware of a problem

assistant: The best answer is A. holding that governmentmotion requirement of 5k11 does not impose duty on government but that government decision not to move must be related to legitimate governmental end
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: Indemnitor’s liability hereunder shall, without however limiting the indemnity provided in the preceding paragraph, extend to and include all reasonable costs, expenses and attorneys’ fees incurred or sustained by Indemnitee in making any investigation on account of any such claim, demand, loss, liability, cost, charge, suit, order, judgment or adjudication, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom and in enforcing any of the agreements herein contained, including, without limitation, any such costs incurred in connection with any bankruptcy or other proceeding under Title 11, United States Code.

assistant: Costs