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: beneficiaries, fiduciaries, or the Secretary of Labor. 29 U.S.C. § 1132(a)(1) — (6). Section 502(e) of ERISA provides that "the district courts of the United States shall have exclusive jurisdiction of civil actions under this subchapter brought by the Secretary or by a participant, beneficiary, or fiduciary.” Id. § 1132(e)(1) (émphasis added). 4 . The only circuit to hold otherwise is the Ninth Circuit, which held in Fentron that an employer could sue even though not a party enumerated in the statute. Fentron, 674 F,2d at 1305 (analyzing the issue in terms of standing). See also, Award Serv., Inc. v. Northern Calif. Retail Clerks Unions & Food Employers Joint Pension Trust Fund, 763 F.2d 1066, 1068 (9th Cir.1985), cert. denied 474 U.S. 1081, 106 S.Ct. 850, 88 L.Ed.2d 890 (1986) (<HOLDING>). Other circuits have criticized the Ninth Options: A. holding that despite the specific provisions of section 502 an employer may bring an action under erisa to enforce its terms where the employer alleges specific and personal injury B. holding an employer may partially enforce a noncompete agreement to the extent it is reasonable under the circumstances C. holding that supervisory employee is not an employer under the terms of cfepa and because the employer is liable for the employees actions a plaintiff may not maintain an action against the employee individually under conngenstat 46a60 D. holding that collective bargaining agent representing employees had representational standing and therefore could bring an action under section 502 of erisa E. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work

assistant: The best answer is A. holding that despite the specific provisions of section 502 an employer may bring an action under erisa to enforce its terms where the employer alleges specific and personal injury
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 is governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of l aw or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall take all necessary actions and proceedings as may be required by applicable law, rule and regulation, for the legal and valid issuance (free from any restriction on transferability under federal securities laws) of the Warrant Shares to JGBWL or the subsequent holders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Borrower and each Subsidiary that is a Loan Party will cause each of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the Effective Date and Dairyland HP at such time as Dairyland HP no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion, but in no event later than the date such Domestic Subsidiary becomes an obligor or guarantor in respect of the ABL Facility) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Agents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.13 shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.

assistant: Further Assurances
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: we must remember that, at all times, “[t]he Iowa Constitution is the cornerstone of governing in Iowa.” Varnum v. Brien, 763 N.W.2d 862, 875 (Iowa 2009). In the final analysis, our right under principles of federalism to stand as the final word on the Iowa Constitution is settled, long-standing, and good law. See Ochoa, 792 N.W.2d at 281-86, 287-91 (rejecting the United States Supreme Court’s interpretation of the Fourth Amendment as permitting warrantless, suspicionless searches of parolees based on parole status alone); Bierkamp v. Rogers, 293 N.W.2d 577, 579 (Iowa 1980) (“The result reached by the United States Supreme Court in construing the federal constitution is persuasive, but not binding upon this court in construing analogous provisions in our state cons 263, 264 (1974) (<HOLDING>); State v. Davis, 191 S.W.3d 118, 122 Options: A. holding state has burden of showing exception to prohibition against warrantless searches applies B. holding condition of probation requiring probationer to consent at any time to a warrantless search by a law enforcement officer was unconstitutional C. holding that government employers may conduct warrantless workrelated searches of employees offices without probable cause D. holding defendant agreed to submit to searches as a condition of probation E. holding a person may consent to warrantless searches as a condition of a suspended sentence

assistant: The best answer is E. holding a person may consent to warrantless searches as a condition of a suspended sentence
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 all of the other Loan Documents, the applicable provisions of the Commitment Letter and the Fee Letter referred to herein, and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. In the event of any conflict between the terms of this Agreement and any other Loan Document, the Commitment Letter or the Fee Letter, the terms of this Agreement shall govern.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: I t h a s a l l n ece ss a r y c o r po r a t e , l i m i t e d l i a bi l i t y c o mp a n y o r o r g a ni za t i on a l po we r to e nt e r into, a n d h a s t a k e n a ll n e c e ss a r y c o r po ra t e , l i m i te d l ia bi l i t y c o m p a n y or o r g a ni za t i o n a l a c t i o n to a ut h o r i z e the e x ec u t i o n, d e l i v e r y a nd p erf o r m a n c e o f , t h i s A g r e e m e n t a nd t h e oth e r L o a n D o c um e n t s to w hi c h i t is a p a r t y , a nd a ll of the t r a ns a c t i o ns c o n t e m p l a t e d h e r e i n a nd th ere in. T h i s A g r ee m e nt a nd the o t h e r Lo a n D o c um e nts h a v e b e e n d u l y e x e c ut e d a n d d e l i v e r e d b y i t c o n s ti tut e s, a nd a n y Lo a n D o c um e nts e x ec ut e d a n d d e l i v ere d by i t af t e r the E ff e c t i v e Da te w i l l c o nst i t u t e , i t s l e g a l , v a l i d a nd bindi n g o bl i g a t i ons, e n f o rcea ble a g a i n st it in a c c o r d a n c e w i t h t h e ir re s p ec t i v e t er m s, subj e c t to a ppl i c a b l e I nsolv e n c y L a w s a nd g e n e r a l p r i n c ipl e s o f e qui t y , r e g a r d l e ss of w h e th e r c o n sid ere d in a p r o c e e di n g i n e qui t y or a t L a w . E ac h L o a n D o c u m e nt t o w h i c h i t is a p a r t y is i n f u l l f o r c e a n d e f f ec t.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the ADA provide a definition for physical • impairment which includes “any physiological disorder or condition, cosmetic disfigurement, or anatomical loss affecting one or more of the following body systems: musculoskeletal ...” 29 C.F.R. § 1630.2(h)(1). The term impairment “cannot be divorced from its dictionary and common sense connotation of a diminution in quality, value, excellence or strength.” de la Torres v. Bolger, 781 F.2d 1134, 1138 (5th Cir.1986). Szalay’s physician testified that Szalay’s knee injury has a permanent, negative effect on his bending and climbing capabilities. Because Szalay’s condition so diminishes his abilities, it is a physical impairment as defined by the EEOC regulations. See Elstner v. Southwestern Bell Telephone Co., 659 F.Supp. 1328 (S.D.Tex.1987) (<HOLDING>). Once the Court determines that an individual Options: A. holding that for a plaintiff to prove that he has a record of impairment under 42 usc 121022b there must be a record of an impairment that substantially limits one or more of his major life activities B. holding that workers compensating for pain in his right knee by dependence upon his left knee was insufficient to remove the rightknee injury from the schedule overruling masterbrand cabinets inc v ruggs 891 so2d 869 alacivapp2004 which had held that when the effect of a lefthand injury extended to the right hand because of the workers overuse of the right hand the lefthand injury should be treated as nonscheduled C. holding that plaintiffs knee injury was considered an impairment because it prevented poleclimbing D. holding that a plaintiffs bare allegation of a walking impairment was not sufficient to avoid summary judgment because the plaintiffs deposition testimony provides little support for the claim that his impairment rises to the level of a disability E. holding that an allegation of impairment to freedom of expression demonstrated an irreparable injury

assistant: The best answer is C. holding that plaintiffs knee injury was considered an impairment because it prevented poleclimbing
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 covenants that at any time, and from time to time, after the Closing Date, it will execute such additional instruments and take such actions as may be reasonable requested by the other party to confirm, perfect or otherwise carry out the intent and purposes of this Agreement and any Ancillary Agreement.

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

user: 2. ListFusion agrees that this Agreement grants only limited rights to use the List for the sole purpose of loading the List into ListFusion's proprietary database system. Any and all such information shall be kept confidential and shall not in any manner be revealed to anyone except as expressly provided herein.

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 legal provision and list the applicable contract clause categories. Provision: This is an Agreement for the performance of personal services by you and may not be assigned by you (other than the right to receive payments which may be assigned to a company, trust or foundation owned or controlled by you) and any purported assignment in violation of the foregoing shall be deemed null and void. Studio may assign this Agreement or all or any part of its rights hereunder to any entity which acquires all or substantially all of the assets of Studio and this Agreement shall inure to the benefit of such assignee; provided that your duties do not materially change.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a player in the united states , and you have to give us notice of something according to the terms , feature terms , community rules , or our privacy policy , the notice must be in writing and addressed to zynga inc. , attn : legal department , 699 8th street , san francisco , ca 94103 , unless we have provided a more specific method way of notifying us .

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: Subject to the recording of an Assignment by the Agent in the Register pursuant to Section 2.8(b) , (i) the assignee thereunder shall become a party hereto and, subject to the requirements of Section 16.1 and to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, including the obligation to make Advances hereunder, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment and those obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 19.8(a) (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

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: The Participant agrees that if any Options hereunder are exercised within six months of vesting, the Participant shall not dispose of the shares underlying those Options within six months of the date that the Options vested and that the Company may place a restrictive legend to that effect on any certificates or book entry representing those underlying shares. The Participant further agrees that it shall not sell or otherwise transfer any Options granted hereunder (or the shares of common stock underlying such Options) within six months of such Option vesting.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Judge. The husband, Theodore C. Rogers, appeals from an order granting the wife’s motion for temporary attorney’s fees and costs in a dissolution of marriage action. We reverse and remand for further proceedings. In March 2001, after approximately nineteen months of marriage, the husband filed for divorce. Shortly thereafter, the wife filed a motion for temporary attorney’s fees and costs. Following an eviden-tiary hearing, the lowe CA 1997)(<HOLDING>); Meighen v. Meighen, 813 So.2d 173, 176 (Fla. Options: A. holding that trial court did not err in imputing income to wife for purposes of child support based on the continued monthly payment of wifes living expenses by wifes mother B. holding that trial court did not err C. holding that it was error to impute income to wife where there was no evidence of regular periodic payments and where assistance from wifes mother was of a temporary nature during the pendency of the divorce proceedings holding that lower court properly imputed income to husband where husbands parents maderegular periodic payments that allowed parties to maintain a high standard of living D. holding that the order on the wifes petition for modification of child support was a final order because it disposed of all the issues except for the ancillary issue of attorneys fees E. holding that the wifes testimony outlining the family living expenses constituted evidence from which the trial court could find that the needs of the children exceed the maximum support pursuant to the guidelines

assistant: The best answer is A. holding that trial court did not err in imputing income to wife for purposes of child support based on the continued monthly payment of wifes living expenses by wifes mother
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 counterparts, each of which will constitute an original and both of which, when taken together, will constitute one agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: declaratory judgment that OTC’s stops and searches of MCN’s vehicles and seizures of their lading were unlawful. Count III sought a prohibitory injunction directing OTC to cease interfering with MCN’s vehicles and their lading. Count IV requested mandatory injunctive relief directing the return of the seized cigarettes. Count V, in the alternative, sought damages to compensate MCN for the monetary value of the cigarettes. In a thorough order, the district court granted OTC and its Commissioners’ Rule 12(b) motion and dismissed MCN’s amended complaint in its entirety. As to OTC, the court dismissed the complaint for want of subject matter jurisdiction based on OTC’s defense of sovereign immunity. See Republic of Austria v. Altmamn, 541 U.S. 677, 700, 124 S.Ct. 2240, 159 L.Ed.2d 1 (2004) (<HOLDING>). The court rejected MCN’s argument that in Options: A. holding that the defense of sovereign immunity is not available in the absence of a statute providing immunity to a municipal corporation in a negligence action B. holding immunity from liability is not jurisdictional C. recognizing application of sovereign immunity to school districts D. holding that the sovereign immunity defense may be raised for the first time on appeal E. recognizing a claim of sovereign immunity raises a jurisdictional defense

assistant: The best answer is E. recognizing a claim of sovereign immunity raises a jurisdictional defense
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 House of Correction, in October 1997 while the harassment was ongoing. Feeney testified at trial that “there are some officers that are reluctant to report things, and when they do, they’re evasive and vague in their reports.” Baron’s attorney then asked Feeney to read from his earlier deposition, in which the following exchange took place: Q: Are you aware of any code of silence between fellow officers reporting violations on each other? A: Yes. Q: What is it, the code of silence? A: Lack of reporting to protect each other. Q: When Officer Baron reported Sergeant Curtis, did he violate that? A: Yes. Feeney was then asked if there would be consequences if ah officer were to report another officer. He answered, “There could be.” Cf. Sharp v. Houston, 164 F.3d 923, 935 (5th Cir.1999) (<HOLDING>). Feeney also testified that Baron had Options: A. recognizing that a code of silence can be perpetuated only if there is retaliation for violations of it B. holding that there can be only one final appealable order C. recognizing first amendment retaliation right D. holding that interference and retaliation are two separate theories that can be advanced under the fmla and that termination is evidence of retaliation E. recognizing that code is speech

assistant: The best answer is A. recognizing that a code of silence can be perpetuated only if there is retaliation for violations of it
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: ( ii ) premium rate numbers : the charges payable for calling premium rate numbers consist of a per-minute rate available at www.skype.com/go/rates-premium .

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: motive for the peremptory challenge. The court’s finding is not clearly erroneous. First, a venireperson’s silence can provide a valid, race-neutral reason for being peremptorily struck. State v. Koenig, 115 S.W.3d 408, 413 (Mo.App.2003); State v. Hughes, 944 S.W.2d 247, 248 (Mo.App.1997). “The state should not be required to take a risk on a prospective juror about whom little information is known.” State v. Barnett, 980 S.W.2d 297, 302 (Mo. banc 1998). At trial, defense counsel conceded that the prosecutor had used peremptory challenges to remove other non-minority venirepersons who had been silent throughout voir dire. See State v. Ashley, 940 on can provide a valid, race-neutral reason for being peremptorily struck. State v. Deck, 994 S.W.2d 527, 537-38 (Mo. banc 1999) (<HOLDING>); State v. Payne, 958 S.W.2d 561, 565 Options: A. holding that trial courts erroneous refusal to strike juror for cause impaired defendants statutory right to his allotted number of peremptory challenges B. holding that is not the fact that a jury is all white or all black that violates batson rather it is the racially discriminatory use of peremptory challenges to strike jurors C. holding that it was not iac to decline to use peremptory strike on a potential juror whose statements hinted at possible bias against defendant where counsel strategically used peremptory strikes against jurors who might have been more likely to convict D. holding that a prior conviction is an appropriate and neutral basis for a peremptory strike E. holding use of peremptory strike against gay juror failed heightened scrutiny

assistant: The best answer is D. holding that a prior conviction is an appropriate and neutral basis for a peremptory strike
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 the people of Puerto Rico,’ puts Commonwealth funds at risk when University funds are at risk.”)(internal citations and quotations omitted). Thus, while the First Circuit established a new test for evaluating Eleventh Amendment immunity, the result for the UPR is consistent with the First Circuit’s vast prior precedent also affording Eleventh Amendment protection. Toledo, 454 F.3d at 31; Vizcarrondo, 139 F.Supp.2d at 206; Panzardi-Santiago, 200 F.Supp.2d at 24; Culebras Enterprises Corp., 813 F.2d at 516. Representatives of the UPR are immune from suit in their official capacity under the Eleventh Amendment immunity afforded to the UPR as an “arm” of the state. See Vizcarrondo, 139 F.Supp.2d at 206; see also Montalvo-Padilla v. Univ. of P.R., 492 F.Supp.2d 36, 43 (D.P.R.2007) (<HOLDING>). In the instant matter, the Individual Options: A. holding that eleventh amendment does not bar suits for prospective injunctive relief against state officials in their official capacity B. holding that the eleventh amendment extends beyond the states themselves to state agents and state instrumentalities C. holding that the protection afforded by the eleventh amendment extends not only to the states themselves but also to their instrumentalities and government officials acting in that capacity D. holding that the eleventh amendment protects both states and state officials acting in their official capacity from suits brought pursuant to 42 usc 1983 E. holding that states and state officials acting in their official capacity are not persons under 1983

assistant: The best answer is C. holding that the protection afforded by the eleventh amendment extends not only to the states themselves but also to their instrumentalities and government officials acting in that capacity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the record supports a jury instruction on contributory negligence and therefore the trial court did not abuse its discretion in so instructing the jury. Affirmed. BAKER, C.J., and FRIEDLANDER, J., concur. 1 . Cellulitis is the "diffuse and especially subcutaneous inflammation of connective tissue.” Merriam-Webster Online, http://m-w.com/ dictionary/cellulitis (last visited Aug. 28, 2007). 2 . Lymphadenitis is the "inflammation of lymph nodes.” Merriam-Webster Online, http://m-w.com/dictionaiy/lymphadenitis (last visited Aug. 28, 2007). 3 . Mark's complaint named two other defendants, but those claims were settled prior to trial. 4 . See Ind.Code § 34-20-3-1 (providing that a product liability action must be commenced within two oria, III., 557 F.2d 580, 595 n. 13 (7th Cir.1977) (<HOLDING>), vacated by 435 U.S. 992, 98 S.Ct. 1642, 56 Options: A. holding issue waived because it was not mentioned in brief but was only raised in notice of appeal B. holding that defendants statement in defendants brief that a case upon which it was relying was pending on appeal was a judicial admission of that fact C. holding that admission contained in an answer was binding despite the fact that it was made on information and belief D. holding that admission of prior statement constituted error but was harmless when other admissible evidence established the same fact E. holding that statement within expert report is not a judicial admission but is instead an admission by party

assistant: The best answer is B. holding that defendants statement in defendants brief that a case upon which it was relying was pending on appeal was a judicial admission of that fact
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: Officer at Brunswick. 3 .Affidavit of Ray Shurling, Operations Officer at Brunswick. 4 . In addition, as noted previously, pedestal fans are located in each of the housing units. Smoking is prohibited in the library, dining hall, gymnasium and medical department. Furthermore, inmates in the general population are afforded recreational opportunities and are confined to their housing units only during count or after knockdown in the evening. 5 . While the record in this case indicates that officials at the Brunswick facility are adequately accommodating both smokers and nonsmokers, the physical plants of other prisons may not permit such an accommodation. In such circumstances, a total ban on smoking may be appropriate. See Doughty v. Bd. of County Comm'rs, 731 F.Supp. 423 (D.Colo.1989) (<HOLDING>); Elliott v. Bd. of County Comm'rs, 796 P.2d 71 Options: A. holding that negligent inaction by a jail officer does not violate due process B. holding references to a defendants lack of remorse violate the fifth eighth and fourteenth amendments C. holding that impeachment by use of prearrest silence does not violate fifth or fourteenth amendments D. holding that complete ban on smoking in county jail does not violate eighth or fourteenth amendments E. holding that execution of juveniles violates the eighth and fourteenth amendments

assistant: The best answer is D. holding that complete ban on smoking in county jail does not violate eighth or fourteenth amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is authorized to withhold from any payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company may deem advisable to enable the Company and Eligible Individuals to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon Bankruptcy . Licensor may terminate this Agreement with respect to all of Licensor’s Licensed IP by written notice to Licensee in the event of: (a) Licensee’s making a general assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against Licensee under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import, which petition remains un-dismissed or un-stayed for a period of sixty (60) days; or (c) the appointment of a trustee or receiver for Licensee or its property.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Shriver testified that even today he “would not try to get Ms. Sinclair taken off a case,” and that “[s]he’s wonderful. She might demean[] her abilities, but she’s a dam good attorney.” ¶ 64 The relative inexperience of a second-chair defense attorney in capital trials does not in itself constitute IAC, especially when the first-chair attorney, like Sinclair, was experienced. Indeed, “[defendants facing the death penalty do not have a per se constitutional right to the assistance of two attorneys.” State v. Hester, 324 S.W.3d 1, 35 (Tenn. 2010); see also Bell v. Watkins, 692 F.2d 999, 1009 (5th Cir. 1982) (“Although Mississippi courts may customarily appoint two lawyers in a capital case, the Constitution dictates no such requirement.”); Smith v. State, 445 So.2d 227, 230 (Miss. 1984) (<HOLDING>). This is reiterated in Committee Comment to Options: A. holding that when counsel is constitutionally mandated under weeks and graham section 9240519 does not prohibit or preclude appointment of counsel for indigent defendants in seeking collateral review B. holding that the constitution does not require the appointment of two attorneys for indigent capital defendants C. recognizing the common practice of substituting specialized capital counsel for habeas petitions filed by capital defendants D. holding that an indigent litigants right to appointed counsel has been recognized to exist only where she may be deprived of her physical liberty that the constitution does not require the appointment of counsel for indigent parents in every parentalstatus termination proceeding and that the decision whether due process calls for the appointment of counsel is to be answered in the first instance by the trial court subject to appellate review E. holding on equal protection grounds that meaningful first appeal requires appointment of counsel for indigent defendants

assistant: The best answer is B. holding that the constitution does not require the appointment of two attorneys for indigent capital defendants
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: Coles agrees that all Confidential Information and all Deliverables made by Coles, either alone or with others, and in any way related to the Services or to other tasks assigned to or performed by Coles during the course of his relationship with the Company, whether or not conceived, developed, reduced to practice or made on the Company’s premises (collectively, “Company Inventions”), and any and all services and products which embody, emulate or employ any such Company Inventions or Confidential Information shall be the sole property of the Company and all proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. Coles agrees that all such Company Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at the present time, agree to assign, to the Company any and all copyrights, patents and other proprietary rights that Consultant may have in any such Company Inventions. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, this Agreement does not obligate Coles to assign to the Company any development or work product which is developed entirely on Coles’ own time and does not relate to the Services including without limitation any book or other work of authorship by Coles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

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: Any provision of this Ninth Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision 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: Read the case excerpt and choose the best holding from the options. Case excerpt: reside because they have no standing to pursue those claims. As explained herein, the Court finds that none of defendants’ arguments warrant dismissal of any state-law claims at this stage. A. Legal Standard To survive a motion to dismiss, plaintiffs must “state a claim to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). The D.C. Circuit has not considered the application of the plausibility standard to class allegations, but several other circuits have held that Rule 12(b)(6) motions can be used to strike class allegations when it is apparent on the face of the, complaint that they cannot satisfy the requirements of Rule 23. See McCrary v. Stifel, Nicolaus, & Co., 687 F.3d 1052, 1059 (8th Cir. 2012) (<HOLDING>); Pilgrim v. Universal Health Card, LLC, 660 Options: A. holding that under present rule settlement class must meet all rule 23 requirements and expressing concern about dangers of overrewarding attorneys and undereompensating class members B. holding that a case may be dismissed sua sponte under rule 12b6 prior to service without motion by defendants or briefing by the parties C. holding that because no class was certified at the time the individual claims were dismissed the class action was properly dismissed D. holding that even if a defendant in a proposed class action does not seriously contest whether the rule 23 requirements have been met a court nevertheless has the responsibility of conducting its own inquiry as to whether the requirements of rule 23 have been satisfied in a particular case E. holding that class claims that fail to meet the requirements of rule 23 may be properly dismissed by granting a rule 12b6 motion

assistant: The best answer is E. holding that class claims that fail to meet the requirements of rule 23 may be properly dismissed by granting a rule 12b6 motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties shall cause all taxes with respect to the portion of the Outer Track Loop that is located on their real estate, and all costs or expenses incurred in connection with any work they are required to perform in connection with the portion of the Outer Track Loop they are required to inspect and maintain to be paid when due and not suffer or permit any such cost or expense to become delinquent or be in default.

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 Company and each of its subsidiaries is not (i) in violation of its charter or bylaws (or similar organizational documents), (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: No Defaults
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: 388, 404 (6th Cir.1998) (en banc). Consequently, a claimant must plead plan ambiguity in this Circuit to state a claim for estoppel relative to an ERISA claim for benefits. Marks v. Newcourt Credit Group, Inc., 342 F.3d 444, 456 (6th Cir.2003). Putney did not plead in his complaint, nor did he present any evidence before the district court, that the Plan was in any way ambiguous. The district court did not err in holding that the Plan is not, in fact, ambiguous, and in dismissing Putney’s promissory estoppel claim under Rule 12(b)(6). D. O.R.C. § 3999.32 is a criminal statute that provides for criminal penalties for noncompliance. Putney therefore has no standing to invoke that statute. See Biomedical Innovations, Inc. v. McLaughlin, 103 Ohio App.3d 122, 658 N.E.2d 1084, 1086 (1995) (<HOLDING>) (citing Atlantic & Great W. Ry. Co. v. Dunn, Options: A. holding that a claim for civil damages based on alleged violation of criminal statute under which criminal penalties result was properly dismissed because criminal violations are brought not in the name of the individual party but rather by and on behalf of the state of ohio or its subdivisions B. holding that the final termination of the criminal proceedings occurred when criminal charges were dismissed with prejudice rather than when the accused was released from prison pending a retrial C. holding the mcarn exception requirefs that the acts complained of warrant the imposition of criminal penalties as opposed to mere civil penalties D. holding that a judgment that requires the performance of an act is enforceable by civil and criminal contempt penalties emphasis omitted E. holding that a criminal statute does not provide a corresponding civil cause of action

assistant: The best answer is A. holding that a claim for civil damages based on alleged violation of criminal statute under which criminal penalties result was properly dismissed because criminal violations are brought not in the name of the individual party but rather by and on behalf of the state of ohio or its subdivisions
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: Borrower irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of the State of New York, and all appropriate appellate courts or, if jurisdiction in such court is lacking, any New York State court of competent jurisdiction sitting in New York County (and all appropriate appellate courts), in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or the properties of either such party in the courts of any jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: setting forth only the BAP’s judgment. Accordingly, by operation of our rules of appellate procedure, the Tau-moepeaus had 180 days within which to file their notice of appeal and their notice, received by the BAP clerk on October 2, 2006, fell well within this period. To be sure, the separate document rule is a technical one. But, as its name implies, it generally requires that judgment be entered in a separate document, one that is “not made part of the opinion and order” of the court. Mondragon v. Thompson, 519 F.3d 1078, 1082 (10th Cir.2008). A combined document denominated an “Order and Judgment,” containing factual background, legal reasoning, as well as a judgment, generally will not satisfy the rule’s prescription. See, e.g., Clough v. Rush, 959 F.2d 182, 185 (10th Cir.1992) (<HOLDING>); Allison v. Bank One-Denver, 289 F.3d 1223, Options: A. holding summary judgment order was not a final judgment because it did not dispose of the defendants claim for attorneys fees B. holding that a district courts combined order and judgment did not satisfy the rule on account of being fifteen pages long and containing detailed legal analysis along with citations in addition to providing for entry of judgment C. holding that a district courts summary judgment order did not meet rule 58s requirements because it was fifteen pages long and it contained detailed legal analysis and reasoning D. holding that a district courts marginal order granting summary judgment did not meet the strict requirements of rule 58 because a party may reasonably be confused as to the standing of its ease when a decision is rendered in such an informal manner E. holding that the rule 12b6 ruling was not a final judgment and did not bind the district court at summary judgment

assistant: The best answer is C. holding that a district courts summary judgment order did not meet rule 58s requirements because it was fifteen pages long and it contained detailed legal analysis and reasoning
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 Seller agrees to use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, including causing the Company to execute and deliver, such further instruments or documents or take such other action (including providing instructions to the Depository Trust Company or other custodians of the Redeemed Shares so as to facilitate the Redeemed Shares being held by the Company in the facilities of the Depositary Trust Company) as may be reasonably necessary (or as reasonably requested by the Company) to consummate the Transaction.

assistant: Further Assurances