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 legal provision and list the applicable contract clause categories. Provision: Each Borrower hereby represents and warrants, on and as of the date hereof, that (i) the execution, delivery and performance by such Borrower of this Agreement and the transactions contemplated hereby have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Borrower, and (ii) this Agreement has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, subject to (1) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (3) implied covenants of good faith and fair dealing.

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: If any court holds any of the restrictions or covenants contained in Sections 6 and 7 to be unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company and its subsidiaries and affiliates to the relief provided in Sections 6 and 7 in the courts of any other jurisdiction within the geographic scope of such restrictions and covenants.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the other Loan Documents and the Fee and Closing Payment Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided , the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

assistant: Miscellaneous
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 provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

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

user: 3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 5.1. Recipient shall: 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Since the Goff court was not faced with this issue, that part of its opinion is dicta. The court in Goff examined the legislative history of 11 U.S.C. § 522(b)(2)(A) and cited a list of illustrative property which might be exempted under other federal laws. The list is found in the House and Senate reports to § 522 and contains the following examples: Foreign Service Retirement and Disability payments, 22 U.S.C. 1104; Social security payments, 42 U.S.C. 407; Injury or death compensation payments from war risk hazards, 42 U.S.C. 1717; Wages of fishermen, seamen, and apprentices, 46 U.S.C. 601; Civil service retirement benefits, 5 U.S.C. 729, 2265; Longshoremen’s and Harbor Workers’ Compensation Act death and disability benefits, 33 U.S.C. 916; Railroad Retirement Act (Bankr.D.Kan.1982) (<HOLDING>). The Goff court then sided with the result in Options: A. holding that there is no need to consider exemption 6 separately if information was compiled for law enforcement purposes because exemption 7c constitutes broader protection so any information falling under exemption 6 is covered by exemption 7c B. holding act qualifies as exemption statute under exemption 3 C. holding one who claims tax exemption has burden of showing entitlement to exemption D. holding a debtors claim for loss of consortium to be entitled to an exemption under the oklahoma exemption statute and collecting other bankruptcy decisions recognizing a debtor spouses loss of consortium as the basis for allowing an exemption under federal and various state exemption statutes E. holding that erisaqualified plans are within the statutory exemption

assistant: The best answer is E. holding that erisaqualified plans are within the statutory exemption
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall set forth in the applicable Performance Share Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of shares of Common Stock pursuant to such Holder’s Performance Share Award and the number of shares of Common Stock subject to such Performance Share Award. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are achieved, the distribution of such Common Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Share Awards, including, but not limited to, rules pertaining to the effect of termination of the Holder’s employment, Director status or Consultant status prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Share Award Agreements need not be identical.

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: EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.

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: that he was under criminal information for a felony. His only possible defense to this charge was that some intervening event — in this case, a plea offer — caused Bowling to believe that he was no longer under a felony information, and that this mistaken belief was reasonable under the circumstances. The government contends that the testimony from the prosecutor about whether he made a plea offer was irrelevant, or, if relevant, it was not necessary to obtain this testimony from him as only Bowling could testify about what he knew when filled out the form. We disagree. The county prosecutor’s testimony presents a possible defense and thus is clearly relevant. See Fed.R.Evid. 401; Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 587, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993) (<HOLDING>). Bowling does not have to testify and should Options: A. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard B. holding that the standard of review under rule 60 is abuse of discretion C. holding that if a state case explicitly states that the state standard is more favorable to the defendant than the federal standard the federal claim is considered adjudicated below when the state standard is applied D. holding that even if the standard for waiver is clear the standard was not met E. holding that the basic standard of relevance under rule 401 is a liberal one

assistant: The best answer is E. holding that the basic standard of relevance under rule 401 is a liberal one
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: Wainwright v. Norris, No. 94-3525 (8th Cir. Jan. 2, 1997) (order denying motion to recall mandate). We see nothing in the Board’s ruling foreclosing consideration of the merits of Wainwright’s request for mercy now, when the request is truly Wainwright’s last chance. In the second action, Wainwright asserts his equal protection, due process, and Eighth Amendment rights have been violated because the Governor of Arkansas and his executive clemency assistant have actual conflicts of interest. Wainwright also asserts he was denied his due proces k.) (rejecting civil rights claim that clemency decision by biased Governor violates due process or equal protection), aff'd, 23 F.3d 1477 (8th Cir.1994) (en banc); see also Joubert v. Nebraska Bd. of Pardons, 87 F.3d 966, 969 (8th Cir.) (<HOLDING>), cert. denied, — U.S.-, 117 S.Ct. 1, 135 Options: A. holding no procedural or fundamental constitutional right creates a protected interest in standardless clemency statute absent a constitutionally protected interest clemency statute only provides a statecreated right to ask for mercy B. holding that the district court was authorized to remand the proceedings to the board where the board failed to make required findings C. holding there is no constitutionally protected interest in how the nebraska board of pardons receives a clemency request or in having unbiased decisionmakers on the board right to consideration of clemency not violated when decisionmaker is predisposed D. holding that the board as constituted on the date that the original complaint was filed is the board for purposes of evaluating whether demand is required or excused E. holding the issue of use can be necessary to the adjudication by the board of adjustment of the underlying request for a variance when the issue is raised in the context of an issue the board of adjustment is required to decide

assistant: The best answer is C. holding there is no constitutionally protected interest in how the nebraska board of pardons receives a clemency request or in having unbiased decisionmakers on the board right to consideration of clemency not violated when decisionmaker is predisposed
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: Upon a Change in Control then (1) the vested portion of the Option or Stock Appreciation Right, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated without Cause, but in any event no later than the Expiration Date, and (2) the exercisability and vesting of the Option or Stock Appreciation Right and any shares of Stock acquired upon the exercise thereof may otherwise be accelerated effective as of the date on which the Participant’s Service terminated to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option or Stock Appreciation Right.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant 's individual 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: Notwithstanding the foregoing, none of Parent, the Company or its subsidiaries shall have any obligations to Executive or his beneficiaries under this Agreement, in the event Executive is unable to perform his duties hereunder, including due to death or Disability or Executive commits an act that would constitute Cause, in each case prior to the closing of the Transaction, in which case this Agreement shall be of no force and effect. Further, this Agreement shall be null and void and of no further effect in the event that the Merger Agreement is terminated or the Effective Date does not occur.

assistant: Effectiveness
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: CRL shall retain all materials, data and documentation obtained or generated by CRL in the course of performing the Manufacturing Activities, including, without limitation, reference standards, retained samples of Drug Product and key intermediaries, computerized records and files and records from each batch of Drug Product (collectively, the “ Records ”) in a secure area reasonably protected from fire, theft and destruction for the longer of (a) five (5) years after completion of the applicable Purchase Order under which such Records were generated or (b) two (2) years past the last expiration date of Drug Product supplied under this Agreement, or, in each case, for such longer period as is required by applicable Laws for record keeping, testing and regulatory purposes or specified in the Quality Agreement (the “ Retention Period ”). At the end of the Retention Period, all Records will, at Client’s option, either be (i) delivered to Client or to its designee in such form as is then currently in the possession of CRL at Client’s cost, (ii) retained by CRL, at Client’s cost, until further disposition instructions are received, or (iii) disposed of, at the direction and written request of Client at Client’s cost. In no event will CRL dispose of any Records without first giving Client at least sixty (60) days’ prior written notice of its intent to do so and an opportunity to have the Records transferred to Client. While in the possession and control of CRL, Records will be available during audits or at other mutually agreed to times for inspection, examination, review or copying by Client and its representatives; provided , however , that CRL may exclude or redact from such Records any confidential or proprietary information of Third Parties. Notwithstanding anything in this Section 3.3.1 to the contrary, CRL may retain copies of any Records as necessary to comply with applicable Law, regulatory requirements or its obligations under this Agreement, subject to the obligations of confidentiality of CRL under this Agreement.

assistant: Records
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 the Company and the Company Member contained in this Agreement or in any of the Transaction Documents, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Company Member pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. The Company or a Company Member disclosed to Parent all material information relating to the business of the Company or the transactions contemplated by this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions herein, the Holder agrees that it will forbear from exercising any of its rights or remedies under the Note as the result of any Triggering Event or any other event or circumstance giving rise to the payment of any liquidated damages or other amounts existing as of the date hereof.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: is an ordinary proceeding in a court of justice, by which a party prosecutes another party for the enforcement or protection of a right, the redress or prevention of a wrong, or the punishment of a public offense.”); cf. Blomdahl v. Blomdahl, 2011 ND 78, ¶¶ 6-8, 796 N.W.2d 649 (contempt proceedings under N.D.C.C. § 14-05-25.1 held not an “action upon the judgment” under N.D.C.C. § 28-01-15(1)). [¶ 12] Because the statutory procedure for renewal by J11, 2007 WL 1453132, at *1 (Bankr.N.D.Cal. May 17, 2007) (stating Burk did not even consider § 108(c)). But see Autoskill Inc. v. National Educ. Support Sys., Inc., 994 F.2d 1476,1483 n. 3 (10th Cir.1993) (agreeing with Burk that § 108(b) applies to filing of a notice of appeal); Di Maggio v. Blache, 466 So.2d 489, 490-91 (La.Ct.App.1985) (<HOLDING>). [¶ 15] In support of its position that Options: A. holding that the filing of an opening brief within the time period for filing a notice of appeal could constitute notice of appeal B. holding that an untimely postjudgment motion does not toll the time for filing a notice of appeal and that this court has no jurisdiction over an untimely filed appeal C. holding that the court did not have jurisdiction to hear an appeal after an untimely filing of a notice of appeal D. holding 108b2 extended unexpired period for filing appeal but holding appeal was untimely E. holding 11 usc 108b2 applied to extend unexpired 60day period to file notice of appeal to 60 days after order for relief but that appeal was untimely

assistant: The best answer is D. holding 108b2 extended unexpired period for filing appeal but holding appeal was untimely
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: 1396r-6(a), however, does require the State Plan to provide that eligible applicants receive aid rather than directly requiring that all eligible persons receive the assistance. Wilson-Coker contends that this wording indicates that, as in Gonzaga, Congress focused on the aggregate requirement and the responsibilities of the various administrative actors rather than on the rights of the recipients. This argument fails because Congress has provided that “[i]n an action brought to enforce a provision of this chapter [which includes the Medicaid statutes], such provision is not to be deemed unenforceable because of its inclusion in a section of this chapter requiring a State plan or specifying the required contents of a State 98, 501-02, 512, 110 S.Ct. 2510, 110 L.Ed.2d 455 (1990) (<HOLDING>); Concourse Rehab. & Nursing Ctr. Inc. v. Options: A. holding that health care providers could pursuant to 1983 enforce the boren amendment to the medicaid act B. holding that title xix providers have federal rights enforceable in a 1983 action C. holding that boren amendment created substantive federal right enforceable by health care providers to reasonable and adequate rates D. holding that 42 usc 1396aa13a which requires states to make reasonable reimbursement to providers was enforceable by the providers pursuant to section 1983 E. holding that 42 usc 1396aa13a is enforceable in a suit under 1983

assistant: The best answer is D. holding that 42 usc 1396aa13a which requires states to make reasonable reimbursement to providers was enforceable by the providers pursuant to section 1983
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 representations and warranties of the Seller Parties in ARTICLE III (without giving effect to any “materiality,” “in all material respects,” “Seller Material Adverse Effect,” or similar qualifiers), shall be true and correct on the date of this Agreement and as of the Closing Date as if remade on the Closing Date (except, in each case, for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date), with only such failures to be so true and correct, taken as a whole, as have not resulted, and would not reasonably be expected to result in a Seller Material Adverse Effect; provided , however , that the Seller Fundamental Representations shall be true and correct in all respects as of the applicable dates referred to above.

assistant: Representations
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: to fourteen years in 1998. According to appellant, the trial court lost jurisdiction over appellant’s first resuspended sentence in 2006, ten years after the 1996 imposition of suspension, and thus the trial court’s action in 2010 revoking appellant’s previously suspended sentence was void. Appellant concedes that he did not preserve his assignment of error under Rule 5A:18 and invokes the ends of justice exception to Rule 5A:18. We need not determine whether Rule 5A:18 bars consideration of appellant’s assignment of error because, even assuming Rule 5A:18 does not bar appellant’s claim, appellant’s argument fails. Here, the trial court extended the period of suspension in the 1998 sentencing order. See Hartless v. Commonwealth, 29 Va.App. 172, 175, 510 S.E.2d 738, 740 (1999) (<HOLDING>). Essentially, appellant’s claim in this appeal Options: A. recognizing of course the suspension of the imposition of sentence and the grant of probation B. holding that the board maintains discretion to revoke an inmates suspended sentence if the inmate commits offenses that demonstrate he is unworthy of the suspension C. holding the state did not meet its burden of proving defendant operated a motor vehicle while suspended where the only evidence of actual notice of suspension was that dot mailed defendant the notice of suspension D. holding that a suspended lawyer remains subject to the disciplinary jurisdiction of the court for acts committed while suspended E. holding that the good behavior requirement of a suspended sentence defined the period of suspension

assistant: The best answer is E. holding that the good behavior requirement of a suspended sentence defined the period of suspension
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: evidence that refutes guilt or bolsters a claim of innocence. State v. Garfole, 76 N.J. 445, 452-53, 388 A.2d 587 (1978) (allowing greater leeway to a defendant to offer 404(b) evidence of “other crimes or wrongs” on the part of a witness when relevant to an issue in the case). In all such inquiries concerning admissibility of evidence, the focus must be on the evidence and the fact that is sought to be proven thereby. What was the evidence in this case? It was evidence of a prior violent relationship between Boone and Dunn. Such evidence is often admissible to show that one of the parties to the violence would have reason to fear imminent harm from the other. State v. Burgess, 141 N.J.Super. 13, 357 A.2d 62 (App.Div.1976); see also State v. Nance, 148 N.J. 376, 689 A.2d 1351 (1997) (<HOLDING>). But such was not the purpose of the evidence Options: A. holding prior assault on wife admissible to show husbands jealousy as motive for her murder B. holding admissible bad acts of defendant evidencing jealousy as motive for killing another C. holding that improper motive is element of bad faith D. holding that other bad acts evidence was admissible to explain the governments theory of the case as well as for showing the defendants motive for participating in an armed robbery E. holding defendants affiliation to mexican mafia admissible to show motive for killing victim

assistant: The best answer is B. holding admissible bad acts of defendant evidencing jealousy as motive for killing another
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: Payment of any annual incentive award earned pursuant to this Agreement shall be made in cash in a lump sum. Unless the Participant has elected to defer receipt of the annual incentive award in accordance with an applicable deferral arrangement, payment will be made as soon as practicable (but not later than the next March 10th) following the Committee's certification of the achievement of the Performance Goals and determination of the Participant's annual incentive payment pursuant to Section 2 hereof.

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: Interest shall accrue on any principal balance outstanding hereunder from and including the date hereof at a rate per annum equal to twelve percent (12%) per annum. All computations of interest and fees under this Note shall be made on the basis of a year of three hundred sixty-five (365) days and calculated for the actual days elapsed.

assistant: Interests
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: been amended effective July 1, 2006. 4 . As is explained herein, t 8 L.Ed.2d 961 (2001); Mullen v. Princess Anne Vol. Fire Co., 853 F.2d 1130, 1137 (4th Cir.1988) (noting that the "shifting burdens of production of Burdine ... are beyond the function and expertise of the jury” and are "overly complex”); Walther v. Lone Star Gas Co., 952 F.2d 119, 127 (5th Cir.1992) ("Instructing the jury on the elements of a prima facie case, presumptions, and the shifting burden of proof is unnecessary and confusing. Instead, the court should instruct the jury to consider the ultimate question of whether defendant terminated plaintiff because of his age”); Ryther v. KARE 11, 108 F.3d 832, 849-50 (8th Cir.1997) (en banc) (Loken, J., in Part II.A. of the dissent, which a majority of the court joined) (<HOLDING>); Dudley v. Wal-Mart Stores, Inc., 166 F.3d Options: A. holding that a trial court cannot decide the issue of attorneys fees without findings as to one spouses ability to pay and the others need B. holding that the jury need only decide the ultimate issue of intentional discrimination and usually need not make findings on the prima facie case or whether the defendants explanation is pretextual C. holding that although a jury instruction that included the phrase prima facie case and referred to defendants burden of production created a distinct risk of confusing the jury in certain instances it would be appropriate to instruct the jury on the elements of a prima facie case D. holding that because the plaintiff was not disabled for the purposes of the ada this court need not to address the other elements of the prima facie case E. holding that once prosecutor makes raceneutral explanation for peremptory challenge and trial court rules on question of intentional discrimination issue of prima facie case becomes moot

assistant: The best answer is B. holding that the jury need only decide the ultimate issue of intentional discrimination and usually need not make findings on the prima facie case or whether the defendants explanation is 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 case excerpt and choose the best holding from the options. Case excerpt: this duty, Meisel suffered a catastrophic loss to all his belongings, his home and effects, all amounting to damages to be proven at the time of trial. Compl. at ¶¶ 43-45. Defendant argues that Anderson was an agent of Allstate at all times and was acting within the scope of his employment and is not personally liable for his actions. Plaintiff argues that Anderson was not an employee or agent of Allstate and is liable. The Ninth Circuit has held that it is “well established that, unless an agent or employee acts as a dual agent (a circumstance not present in this case), she cannot be held liable as a defendant unless she acts for her own personal advantage.” Mercado v. Allstate Ins. Co., 340 F.3d 824, 826 (9th Cir.2003); Lippert v. Bailey, 241 Cal.App.2d, 376, 50 Cal.Rptr. 478 (1966) (<HOLDING>). The court in Mercado stated that an employee Options: A. holding that while an agents knowledge is imputed to the principal due to the identity of interests that is presumed when an agent acts within the scope of an agency relation this rule does not operate in the converse and the agent cannot be imputed with the information which its principal has failed to give it B. holding that even if an insurance broker is the agent of the insurance company for purposes of soliciting and procuring the policy that would not necessarily make the broker the agent of the insurance company for the purpose of receiving notice of suits and claims C. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes D. holding that statements of a company vice president were admissible against the principal owner of the company under fedrevid 801d2d as an admission made by the partys agent or servant concerning a matter within the scope of the agency or employment E. holding that liability to the insured for acts or contracts of an insurance agent within the scope of his agency with a full disclosure of the principal rests on the company

assistant: The best answer is E. holding that liability to the insured for acts or contracts of an insurance agent within the scope of his agency with a full disclosure of the principal rests on the company
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: Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 10, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Performance Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Performance Shares” and “Unvested Performance Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Performance Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Performance Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

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 case excerpt and choose the best holding from the options. Case excerpt: 519 S.E.2d at 101. 13 . Id. at 153, 519 S.E.2d at 101-02. 14 . Id. at 152-53, 519 S.E.2d at 101-02. 15 . We note that Davis may have wrapped the head of the sledgehammer in a towel. There is no evidence, however, that this lessened the tendency of a five-pound sledgehammer to cause death or great bodily injury if used to strike someone in the head. See State v. Bennett, 328 S.C. 251, 262, 493 S.E.2d 845, 850-51 (1997) (“A deadly weapon is generally defined as any article, instrument or substance which is likely to produce death or great bodily harm."); Commonwealth v. Marks, 704 A.2d 1095, 1100 (Pa.Super.1997) (categorizing a sledgehammer as a deadly weapon when used upon a vital part of the body such as the head). 16 . See State v. Smith, 315 S.C. 547, 550, 446 S.E.2d 411, 413 (1994) (<HOLDING>); State v. Morris, 307 S.C. 480, 484, 415 Options: A. holding that mere negligence does not implicate the right to due process B. holding that mere possession of a dangerous weapon is insufficient to support a charge of robbery with a dangerous weapon C. holding the intentional use of a dangerous instrumentality does not support the allegation of mere criminal negligence D. holding that the victims negligence is not a defense to criminal conduct E. holding comparative negligence not defense to intentional tort

assistant: The best answer is C. holding the intentional use of a dangerous instrumentality does not support the allegation of mere criminal negligence
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: Inc., 663 F.Supp.2d 883, 899 (C.D.Cal.2009), which surveys California law on whether California employment laws apply to various iterations of employees. Sarviss involved a class challenge to a military contractor’s employment practices brought by a former helicopter pilot. In Sarviss, the court held that although the employee was a California resident, the fact that he performed the “significant majority of his employment outside of California” rendered California’s wage and hour laws inapplicable to his work. Id. Even though the defendant in Sarviss was a Virginia corporation, the court held that the determinative issue is whether the employee principally worked in California. See also Vendetti v. Compass Environmental, Inc., No. 06 CV 3556, 2006 WL 3694852 (N.D.Ill. Dec. 14, 2006) (<HOLDING>). Indeed, an unpublished California Court of Options: A. holding that federal wage controls applied to state employees too B. holding that to state a claim for wage violations under the flsa plaintiffs must provide at least some approximation of the overtime hours that defendants required them to work and a time frame for when those hours were worked C. holding that illinois wage law did not apply to nonresident employee who worked outside the state even though eim ployers primary place of business was in illinois D. holding there was no personal jurisdiction over nonresident guarantor of equipment lease although payments were made to illinois bank the guaranty was accepted in illinois and it provided that it would be gov erned by illinois law E. holding illinois wage law only applied where at least some work was performed within the state

assistant: The best answer is E. holding illinois wage law only applied where at least some work was performed within the state
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) Any First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Shared Collateral, and the First Priority Representative may advertise and conduct public auctions or private sales of the Shared Collateral, in each case without notice to, the involvement of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate and shall have no further force or effect from and after the earlier to occur of (i) date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent in lieu of any such meeting, approve the transactions contemplated by the Purchase Agreement, (ii) the termination of the Purchase Agreement in accordance with its terms and (iii) June 30, 2016, and thereafter there shall be no liability or obligation on the part of the Stockholders, provided , that no such termination shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we grant you a limited , non-exclusive , revocable licence to make use of the spotify service , and a limited , non-exclusive , revocable licence to make personal , non-commercial , entertainment use of the content ( the `` licence '' ) .

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: in Counts II and III and arising under 15 U.S.C. § 1125 is “whether the defendant is passing off his goods or services as those of the plaintiff by virtue of substantial similarity between the two, leading to confusion on the part of potential customers.” See Sun-Fun Products, Inc. v. Suntan Research & Development, Inc., 656 F.2d 186, 191 (5th Cir.1981) (quoting Boston Professional Hockey Association v. Dallas Cap & Emblem Mfg., Inc., 510 F.2d 1004, 1010 (5th Cir.), cert. denied, 423 U.S. 868, 96 S.Ct. 132, 46 L.Ed.2d 98 (1975)). “The touchstone under § 1125 is not similarity of the registered mark but similarity in the overall trade dress of the products.” See id. (citations omitted). See also Original Appalachian Artworks, Inc. v. Toy Loft, Inc., 684 F.2d 821, 831-32 (11th Cir.1982) (<HOLDING>). Trade dress involves the “total image of a Options: A. holding that same likelihood of confusion test applied in the context of trademarks also applies to certification marks B. holding that section 43a of the lanham act protects trade dress C. holding that the likelihood of confusion resulting from the defendants adoption of a trade dress similar to the plaintiffs the touchstone test for a violation of 1125 D. holding that even several isolated incidents of actual confusion are insufficient to support a finding of likelihood of confusion E. holding that concurrent use of same mark on similar product was sufficient to demonstrate a likelihood of confusion

assistant: The best answer is C. holding that the likelihood of confusion resulting from the defendants adoption of a trade dress similar to the plaintiffs the touchstone test for a violation of 1125
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements, in addition to any other relief to which the prevailing party may be entitled.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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: We will treat confidentially any information (whether written or oral) that either the Company or its financial advisor, J.P. Morgan & Co. Incorporated ("JPM"), or the Company's other representatives furnish to us in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by us, or by our representatives (as defined below) which contain or otherwise reflect such information or our review of, or interest in, the Company (collectively, the "Evaluation Materials"). The term "Evaluation Materials" includes information furnished to us orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as "confidential".

assistant: No
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: Regardless of whether or not the Transactions are consummated and except to the extent otherwise expressly set forth in this Agreement, all expenses incurred by the Parties shall be borne solely and entirely by the Party that has incurred such expenses, provided, however, if the Closing occurs, each of the Reimbursed Transaction Expenses shall be paid by Buyer to Seller at the Closing.

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: During the Term, Executive shall be employed by the Company as Chief Executive Officer of the Company, and, as such, Executive shall report directly to the Board of Directors of the Company (the “ Board ”). As long as Executive serves as the Chief Executive Officer of the Company, the Company shall cause the Executive to be nominated to serve on the Board, subject to the limitations of applicable law, each time that his term as a director is set to expire. Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board, which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. In addition, Executive will be permitted to serve, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and regulations established from time to time by the Company (the “ Policies ”). Executive shall obtain and keep in full force and effect throughout the Term all gaming licenses or approvals necessary or appropriate for Executive’s position. During the Term, Executive shall be based in the Company’s offices in New York, NY, except for reasonably required travel on the Company’s business consistent with Executive’s position.

assistant: Duties