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: not have a sufficient factual record before it to determine whether the employees who allegedly committed the acts of harassment were Plaintiffs supervisors, as defined in Vance. In particular, the Court cannot determine whether a supervisor was responsible for the Threat Assessment and subsequent surveillance — which was conducted by OCSD Dignitary Protection Team, presented by Investigator Vega, and implemented by unknown individuals at OCSD. Given the complex supervisorial structure of OCSD and the parties’ failure to address the issue of supervisory liability, the Court declines to reach the issue of whether the person or persons responsible for the Threat Assessment had the “authority to make tangible employment decisions” against Montoya. Id.; see McGinest, 360 F.3d at 1119 n. 13 (<HOLDING>). ii. Liability for Coworker Acts Nevertheless, Options: A. holding that the question of who was considered a supervisor by gte and whether its job categories suffice to satisfy the demarcations drawn under the case law interpreting title vii is properly resolved by the district court on a more extensive factual record B. holding that the district courts finding of no discrimination under title vii was not clearly erroneous because the finding was supported by the record C. holding that because plaintiff did not apply for a job he could not be rejected in a title vii case D. holding that under illinois law interpreting the meaning of a contract is a question of law determined by the court E. recognizing disagreement among district courts in the second circuit as to whether the standard for vicarious liability is the same under title vii and the nyhrl but interpreting second circuit law including quinn to indicate that nyhrl claims should be analyzed under the framework of title vii

assistant: The best answer is A. holding that the question of who was considered a supervisor by gte and whether its job categories suffice to satisfy the demarcations drawn under the case law interpreting title vii is properly resolved by the district court on a more extensive factual record
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: Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the Term in connection with the performance of Executive’s services hereunder upon presentation of expense statements, vouchers or other supporting documentation as Employer may require of Executive; provided that, such expenses are otherwise in accordance with Employer’s policies applicable to senior management-level employees. Executive shall undertake such travel as may be required in the performance of Executive’s duties pursuant to this Agreement. Under no circumstances shall the Employer’s reimbursement for expenses incurred in a calendar year be made later than the end of the next following calendar year; provided, however, this requirement shall not alter the Employer’s obligation to reimburse Executive for eligible expenses on a current basis.

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: The Administrative Agent shall have received for its own account, or for the account of each other Person entitled thereto, as the case may be, all fees, costs and expenses (i) due and payable pursuant to Sections 3.3 and, if then invoiced, 10.3 and (ii) contemplated by the Engagement Letter or as otherwise agreed between the Borrower and the Administrative Agent, Joint Lead Arrangers, Joint Bookrunners, Syndication Agents or Lenders.

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: This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of a signature page of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in Schedule 4.2(o) , the Company shall not directly and/or indirectly enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, lending funds to an Affiliate and/or borrowing funds from any Affiliate, the purchase, sale, lease, transfer or exchange of property, securities or assets of any kind or the rendering of services of any kind) with any officer, director, Affiliate and/or any Affiliate of such person.

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 legal provision and list the applicable contract clause categories. Provision: Any Notice shall be executed by an authorized officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

assistant: Notices
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) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

assistant: Applicable 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: that the award should be reduced. For this reason, we reverse that part of the appellate court judgment holding that the trial court erred in reducing Judy’s maintenance award. B. Trial Court’s Order for Nonmodifiable and Nonreviewable Maintenance Steven next contends the Act gives trial courts discretion to make maintenance awards nonreviewable and nonmodifiable. The appellate court found that the trial court exceeded its authority under section 510 of the Act (750 ILCS 5/510 (West 2004)) in making Judy’s maintenance award nonmodifiable and nonreviewable. Section 502(f) (750 ILCS 5/502(f) (West 2004)) states that the parties to a marital settlement agreement may agree to make maintenance nonmodifiable and nonreviewable. See In re Marriage of Kozloff, 101 Ill. 2d 526, 533-34 (1984) (<HOLDING>). We agree with the appellate court that, Options: A. recognizing that if the homeowner complies with the conditions of the tpp the lender breaches the contract by failing to provide a permanent modification agreement by the modification effective date B. holding that denial of petition for modification of maintenance was proper when the parties agreement prohibited modification of maintenance C. recognizing that recipient spouses improved financial security will support modification of maintenance award D. holding appellants failure to plead affirmative defense of modification precluded trial court from considering evidence of oral modification at summary judgment hearing E. holding that court lacked jurisdiction to modify visitation where it dismissed the modification petition

assistant: The best answer is B. holding that denial of petition for modification of maintenance was proper when the parties agreement prohibited modification of maintenance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, until the date that is five (5) years after the expiration or earlier termination of this Agreement—except with respect to any Confidential Information constituting a trade secret, in which case the receiving party’s obligation pursuant to this paragraph continues in perpetuity, provided such receiving party has been informed as to the status of such Confidential Information as a trade secret—each party shall maintain in confidence all Confidential Information disclosed by the other party and the terms of this Agreement, and shall not use, grant the use of, or disclose to any Third Party any Confidential Information of the other party other than as expressly permitted hereby. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information or the terms of this Agreement.

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: In the event that the Executive suffers a Disability, the Company shall have the right to sever the Executive’s service with the Company by delivery of a Notice of Separation from Service and the Date of Separation from Service shall be as specified in Section 1.8(c).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: breaches of their duties to maintain safe prison conditions and provide medical care. The MVCC defendants and the federal defendants filed motions to dismiss the amended complaint, or in the alternative, for summary judgment. The District Court adopted the Magistrate Judge’s report and recommendation to grant these motions. The Magistrate Judge concluded that Varma failed to state a claim under the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b), 2671-2680 (“FTCA”), because he was not confined in a facility operated by the Federal Bureau of Prisons. The Magistrate Judge further concluded that Varma did not state a claim under Bivens because a Bivens cause of action does not lie against a private prison or its employees, and because v. Montford, 517 F.3d 1249, 1252-55 (11th Cir.2008) (<HOLDING>); Holly v. Scott, 434 F.3d 287, 295-97 (4th Options: A. holding that insufficiency of evidence not cognizable in postconviction claim B. holding claim is not cognizable C. holding that asserting a mere protected interest in a process itself is not a cognizable claim D. holding that a claim seeking dna testing is cognizable under section 1983 E. holding that a burrage claim is cognizable under 2255

assistant: The best answer is B. holding claim is not cognizable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5 of this Agreement, shall not be deemed to constitute a waiver thereof.

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: Each Credit Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Credit Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Credit Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Credit Party's corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Credit Party's Organizational Documents or to the conduct of such Credit Party's business or of any Material Contract or undertaking to which such Credit Party is a party or by which such Credit Party is bound, including the Shareholder Subordinated Loan Documents, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, except to the extent such conflict or violation could reasonably be expected to result in a Material Adverse Effect, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect, except to the extent the failure to obtain such Consent could reasonably be expected to result in a Material Adverse Effect, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Credit Party under the provisions of any agreement, instrument, or other document to which such Credit Party is a party or by which it or its property is a party or by which it may be bound, including the Shareholder Subordinated Loan Documents.

assistant: Authority
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 termination of this Agreement shall not affect Lenders’ rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully disposed of, concluded or liquidated. The rights granted to Lenders hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Obligations of Debtor have been paid or performed in full. All representations, warranties, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid or performed in full.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of (i) any bankruptcy, reorganization, insolvency, liquidation or similar event of the Company, (ii) merger, consolidation or sale of substantially all of the assets of the Company, (iii) any change of control of the voting power of the Company pursuant to a third party transaction (and not pursuant to the exercise of Company Series A Warrants or Series A Convertible Preferred Stock) or (iv) any breach of any other obligation owed to the Holder or any other Consenting Holder by the Company not cured within three days of such breach (provided that such termination shall not be effective until the earlier of the date that the Company or any other Consenting Holders notifies all other Consenting Holders or publicly discloses the existence of such default), then this Agreement shall terminate immediately. In the event of such a breach (and cure, if any), the Company shall be required to notify all other Consenting Holders within one Trading Day of such breach (and cure if applicable). The Company shall have the right to terminate this Agreement at any time the Common Stock is listed or quoted on the OTCQX or the OTCQB.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If there is a Change in Control, all the outstanding Options shall automatically become 100% vested and exercisable and free of all restrictions upon the consummation of the Change in Control. Notwithstanding anything in the Plan to the contrary, a transaction by the Excluded Buyers that would otherwise constitute a Change in Control will not be considered to be a Change in Control for purposes of this Agreement if the Excluded Buyers agree to provide the Grantee with customary tag along rights that permit the Grantee to participate on a pro rata basis in future sales by the Excluded Buyer or any of its Affiliates on the same terms and conditions as the applicable selling Excluded Buyer, customary piggy-back registration rights, and Grantee agrees to be subject to customary drag rights provided that, with respect to both the tag along rights and drag along rights, the Grantee will not be required to agree to restrictive covenants that are more onerous to the Grantee than those set forth in the Employment Agreement (defined below).

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 case excerpt and choose the best holding from the options. Case excerpt: right to extend loans in its “sole discretion” (Def.’s Ex. E, ¶ 1), TSN expressly waived “demand, presentment, notice, protest, and notice of dishonor” (Def.’s Ex. B), and TSN was obligated to “pay on demand” any balances due under the agreements (Def.’s Ex. B). In light of these express contractual provisions, Presidential may not be held liable merely for slowing the rate at which it advanced money to TSN, reducing the outstanding balance of TSN’s debt, or declining to advance additional funds after February 19, 1993. See Shawmut Bank, N.A. v. Miller, 415 Mass. 482, 614 N.E.2d 668, 669 (1993) (“[G]ood faith is not a necessary component of a holder’s decision to collect the balance due on a demand note.”); Shawmut Bank, N.A. v. Wayman, 34 Mass.App.Ct. 20, 606 N.E.2d 925, 928 (1993) (<HOLDING>). However, TSN’s claims appear less directed Options: A. holding where parties had not reached a binding contract the implied covenant of good faith and fair dealing did not apply B. holding that covenant of good faith and fair dealing does not require lender to provide notice concerning loans to individual who expressly waived notice in contract C. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract D. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract E. recognizing an implied covenant of good faith and fair dealing by all parties in the performance of a contract for the sale of real estate

assistant: The best answer is B. holding that covenant of good faith and fair dealing does not require lender to provide notice concerning loans to individual who expressly waived notice in contract
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 Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. This Guaranty cannot be changed or terminated orally.

assistant: Applicable 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 basic term of the Lease will commence as of its date of execution and expire day before the fifth (5 th ) anniversary of the commencement date, subject to renewals thereafter at the option of the Company; provided, however, in no event shall the basic term of the Lease extend beyond the thirty-first (31 st ) day of December of the tenth (10 th ) year following the year in which the Project was completed and available for occupancy (the “Lease Term”), or upon earlier termination as provided therein.

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: Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness, in all cases related to an Indemnifiable Event.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or there are other specific requirements applicable to a particular device under the act, thereby making any existing divergent State or local requirements applicable to the device different from, or in addition to, the specific Food and Drug Administration requirements. 21 C.F.R. § 808.1(d). This regulation makes clear, the Mitchells contend, that common law causes of action survive preemption unless the FDA has established “specific counterpart regulations” or “other specific requirements” for the medical device in question. They submit that, because no such “regulations” or “requirements” exist with respect to Zyderm, none of their common law causes of action are preempted. In response, Collagen does not challenge the validity of the FDA regulation. Cf. Lohr, 56 F.3d at 1343-45 (<HOLDING>). Rather, it contends that the detailed Options: A. holding regulations entitled to chevron deference B. holding that an agencys interpretation of its own regulations is entitled to deference C. holding that this portion of 21 cfr 8081d is entitled to deference D. holding that agency interpretation which is reasonable is entitled to deference E. holding that sec interpretation of federal securities law is entitled to deference if it is reasonable

assistant: The best answer is C. holding that this portion of 21 cfr 8081d is entitled to deference
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the opportunity to argue to a jury that the response was not prompt enough (given all the circumstances), and thus made it not “proper” for some reason[.]”); Bernard v. Calhoon Meba Eng’g Sch., 309 F.Supp.2d 732, 740 (D.Md.2004) (“Summary judgment will be denied if reasonable minds could differ as to whether the [employer’s] remedial action was reasonably calculated to end the harassment.” (Citations and internal quotation signals omitted.)' (Alteration in original.)). We recognize that there may be situations in which a court could conclude that an employer’s response was sufficient as a matter of law because no reasonable fact-finder could conclude that the employer’s response was inadequate. See, e.g., Walton v. Johnson & Johnson Servs., Inc., 347 F.3d 1272, 1288-89 (11th Cir.2003) (<HOLDING>). However, if reasonable minds could differ as Options: A. holding that no issue of material fact existed as to the reasonableness of an employers response where the offending employee was promptly suspended and fired B. holding that material issue of fact existed concerning whether employer orally promised to discharge employee only for cause C. holding no triable issue of fact existed where employee had not asked for accommodation D. holding case tried on stipulated facts where order indicated that the parties agreed during telephone hearing with the court that no material issue of fact existed E. holding no issue of material fact as to whether defendant was volunteer because he received no compensation

assistant: The best answer is A. holding that no issue of material fact existed as to the reasonableness of an employers response where the offending employee was promptly suspended and fired
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument, and facsimile signatures shall be deemed to be original signatures and of the same force and effect.

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 legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the potential liability for negligent misrepresentation of accountants, but the New York Court of Appeals has since made clear that the Credit Alliance doctrine applies to professionals more generally. Ossining Union Free Sch. Dist. v. Anderson LaRocca Anderson, 73 N.Y.2d 417, 424, 541 N.Y.S.2d 335, 539 N.E.2d 91 (1989). 8 . We note that while the total number of Notes offered was also limited, and thus potential Noteholders were not entirely "indefinite,” as would be the potential number of people shown a balance sheet by a business, we are not convinced that a secondary investor would be "known” to Aladdin in advance such that a secondary Noteholder could bring the claim asserted by Bayerische here. See White v. Guarente, 43 N.Y.2d 356, 361, 401 N.Y.S.2d 474, 372 N.E.2d 315 (1977) (<HOLDING>). That case, in any event, is not before us. 9 Options: A. holding that under the first amendment where there is no proof of actual malice damages are limited to actual injury which excludes punitive damages but is not limited to outofpocket loss B. holding that actual limited partners in hedge fund were a known group possessed of vested rights marked by a definable limit and made up of certain components but distinguishing them from prospective limited partners unknown at the time and who might be induced to join C. holding that the information contained in the certificate of limited partnership binds the partnership and the partners with respect to third parties D. holding that limited partner does not have standing to sue for injuries to partnership that merely diminish value of that partners interest E. holding a writ was appropriate when the authorization was not limited as to time and not limited to specific healthcare providers

assistant: The best answer is B. holding that actual limited partners in hedge fund were a known group possessed of vested rights marked by a definable limit and made up of certain components but distinguishing them from prospective limited partners unknown at the time and who might be induced to join
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 may assign its rights and delegate its duties under this Agreement. If any such assignment or delegation requires consent of any state securities authorities, the parties hereto agree to cooperate in requesting such consent. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon the Grantee, his or her heirs, executors, administrators, successors and assigns.

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: Such Investor is the sole owner of the Warrants tendered for exchange under this Agreement, free and clear of any pledges, liens, security interests, claims or other encumbrances of any kind (other than those arising under applicable securities laws).

assistant: Titles
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 them from a standpoint of predisposition. The extensive Planning Board transcripts show that the chairman refereed an exhaustive, highly contentious Planning Board process that extended over a period of sixteen months. Although he often had difficulty keeping control over a very outspoken group of town residents opposed to the project, he nevertheless moved the process forward while following the presentations, questioning witnesses, and fairly discussing the evidence. See 5 M.R.S. § 9062(3)(C) (2007) (stating that presiding officers have the authority to “[rjegulate the course of the hearing”); Gorham, 625 A.2d at 902-03, On this record, his actions cannot be said to be the result of bias. Cf. Liteky v. United States, 510 U.S. 540, 555-56, 114 S.Ct. 1147, 127 L.Ed.2d 474 (1994) (<HOLDING>). Finally, while the chairman’s statements to Options: A. holding a party must bring a motion demonstrating prejudice or implied or actual bias if the party failed to remove the judge before trial B. holding that an assertion of prejudice is not a showing of prejudice C. recognizing that expressions of impatience dissatisfaction annoyance and even anger by a judge do not constitute bias or prejudice D. holding that a trial judge has discretion to exclude evidence of pending charges and that where the defendant was given a full opportunity outside the presence of the jury to develop a foundation for bias but failed to do so the trial judge did not abuse its discretion E. recognizing that settlement discussions do not constitute an offer of judgment

assistant: The best answer is C. recognizing that expressions of impatience dissatisfaction annoyance and even anger by a judge do not constitute bias or prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, offers, acceptance and other acts under this Agreement (except payment) shall be in writing signed, and shall be sufficiently given delivered to the addressees in person, by Federal Express or similar overnight next day business day delivery, or by email delivery followed by overnight next business day delivery, in accordance with the information provided under each party’s name on the signature page to this Agreement.

assistant: Notices
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 Program and the information contained in this document are proprietary and confidential, and Janus employees shall not disclose, provide or furnish any term of the Program or related communications in any manner, in whole or in part, to any third party without the prior written consent of Janus (excluding an individual’s personal accountant or attorney).

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 case excerpt and choose the best holding from the options. Case excerpt: was bifurcated for separate determinations on liability and damages. 2 . DeClaire v. Yohanan, 453 So.2d 375, 377 (Fla.1984), superseded by rule on different grounds as stated in Parker v. Parker, 950 So.2d 388, 393 n. 2 (Fla.2007). 3 . See Molinos Del S.A. v. E.I. Dupont de Nemours & Co., 947 So.2d 521, 524-25 (Fla. 4th DCA 2006) (noting that rule 1.540 is substantially similar to federal rule 60 and therefore relying on federal case law where no Florida case was factually on point). 4 . We recognize that an evidentiary hearing is only required where a party specifies the fraudulent conduct rather than just mere legal conclusions. See Flemenbaum v. Flemenbaum, 636 So.2d 579, 580 (Fla. 4th DCA 1994); see also S. Bell Tel. & Tel. Co. v. Welden, 483 So.2d 487, 489 (Fla. 1st DCA 1986) (<HOLDING>). And as we have already noted, Maddalena did Options: A. recognizing that trial court is obligated to conduct evidentiary hearing only when defendant makes a colorable showing of extrinsic influence B. holding that where partys allegations raise a colorable entitlement to relief pursuant to rule 1540b3 a formal evidentiary hearing is required C. holding that when a petitioner seeks an evidentiary hearing in state court to develop the factual basis of a claim but the state court denies such a hearing entitlement to a federal court hearing is analyzed pursuant to preaedpa law rather than the standards set out in 2254e2 D. holding that an evidentiary hearing is not required if there are no factual issues in dispute E. holding that similar argument did not raise a colorable question of law for purposes of jurisdiction

assistant: The best answer is B. holding that where partys allegations raise a colorable entitlement to relief pursuant to rule 1540b3 a formal evidentiary hearing is required
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that a Change in Control (as defined in the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (as amended) (the “Plan”)) occurs at a time when any portion of restricted stock units or a stock option granted to Executive remains unvested, then effective upon the consummation of the Change in Control, the vesting of the portion of the restricted stock units or stock option which is not then fully vested shall accelerate such that any portion of the restricted stock units or stock option which would have become vested during the one-year period following the Change in Control shall become vested effective as of the consummation of the Change in Control. In the event that (i) Executive’s employment with the Company is terminated without Cause (a) at any time following a Change in Control or (b) in specific contemplation of a Change in Control or (ii) Executive resigns with Good Reason at any time following a Change of Control, Executive shall, upon and subject to Executive’s execution of the release referenced in Section 5(c)(ii) below that has become effective in accordance with its terms, be entitled, in addition to the severance specified in Section 5(c)(i), to immediate full vesting as of the termination date of any portion of restricted stock units or a stock option which is unvested as of the termination date.

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 case excerpt and choose the best holding from the options. Case excerpt: As we have often stated, the focus of inquiry at the summary judgment stage “always remains on the ultimate question of law: whether the evidence is sufficient to create a genuine issue of fact as to whether the employer intentionally discriminated against the plaintiff because of [the protected characteristic].” Rothmeier v. Investment Advisers, Inc., 85 F.3d 1328, 1336-37 (8th Cir.1996). This approach “is consistent with the Supreme Court’s ... decision in St. Mary’s Honor Ctr. v. Hicks, [509 U.S. 502, 113 S.Ct. 2742, 125 L.Ed.2d 407] (1993), where the Supreme Court held that a plaintiffs proof of pretext is relevant to, but not dispositive of, the ultimate issue of intentional discrimination.” Davenport, 30 F.3d at 945 n. 8; accord McDonnell Douglas, 411 U.S. at 805, 93 S.Ct. 1817 (<HOLDING>) (emphasis added). Thus, the Supreme Court’s Options: A. holding that at the pretext stage the plaintiff must be given a full and fair opportunity to demonstrate by competent evidence that the presumptively valid reasons for his rejection were in fact a coverup for a racially discriminatory decision B. holding that when a plaintiff proves the defendants stated reasons for hiring someone else were pretext for offering the position to a personal friend and not a pretext for racial discrimination she does not establish triable issues of fact C. holding that posthoc reasons for an adverse employment decision constitute evidence of pretext D. holding that even if the plaintiff had produced evidence of pretext the evidence did not tend to establish a discriminatory purpose E. holding that there were genuine issues of material fact and reversing the district courts grant of summary judgment because in part the everchanging nature of the proffered reasons given for plaintiffs termination could be viewed as evidence tending to show pretext

assistant: The best answer is A. holding that at the pretext stage the plaintiff must be given a full and fair opportunity to demonstrate by competent evidence that the presumptively valid reasons for his rejection were in fact a coverup for a racially discriminatory decision
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 shares shall be delivered under the Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with applicable withholding tax requirements, and with the rules of all domestic stock exchanges on which the Company’s shares may be listed. Any share certificate issued to evidence shares may be listed on any domestic stock exchange authorized by the Company. Any share certificate issued to evidence shares may bear legends and statements, and be subject to such restrictions, as the Company shall deem advisable to assure compliance with federal and state laws and regulations. No shares will be delivered under the Plan until the Company has obtained such consents or approvals from regulatory bodies, federal or state, having jurisdiction over such matters as the Company may deem advisable.

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: Little, 991 S.W.2d at 866. The disclosure of Brady material during trial satisfies the requirements of due process “[i]f the defendant received the material in time to put it to effective use at trial.” Palmer, 902 S.W.2d at 565. A defendant’s conviction should not be reversed simply because the Brady material was not disclosed as early as it might have and should have been. Id. When Brady material is disclosed at trial, the defendant’s failure either to object to the admission of the evidence on this basis or to request a continuance waives the error “or at least indicates that the delay in receiving the evidence was not truly prejudicial.” See Apolinar v. State, 106 S.W.3d 407, 421 (Tex.App.-Houston [1st Dist.] 2003), aff'd on other grounds, 155 S.W.3d 184 (Tex.Crim.App.2005) (<HOLDING>); see also Smith v. State, 314 S.W.3d 576, 586 Options: A. holding that failure to request continuance waives complaint that state withheld exculpatory evidence in violation of brady B. holding that defendant must request continuance and present brady complaint in motion for new trial to preserve complaint for appellate review C. holding that record must show that evidence is exculpatory for defendant to establish brady violation D. holding that the failure to disclose evidence known to the defense cannot form the basis of a brady violation E. holding that there was no brady violation because the exculpatory effect of the disputed documents was merely speculative

assistant: The best answer is A. holding that failure to request continuance waives complaint that state withheld exculpatory evidence in violation of brady
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 and all payments by or on account of any Secured Obligation hereunder shall be made in accordance with Section 5.11 of the Credit Agreement. Each Guarantor agrees that the provisions of Section 5.11 of the Credit Agreement are hereby incorporated herein by reference and agrees to be bound thereunder, mutatis mutandis , and by their acceptance hereof, the Secured Parties also agree thereto.

assistant: Taxes