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: The Parties undertake: iii) to prevent disclosure of any such Confidential Information to any third party; v) to disclose the Confidential Information only to those of its directors, employees and consultants who need the Confidential Information to conduct tasks in relation to the purpose set out in Section 1;

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: over sooner. The Jencks Act is clear: it requires production of impeachment material only after a “witness has testified on direct examination in the trial of the case.” 18 U.S.C. § 3500(a). Therefore, any materials disclosed prior to trial exceeded the government’s obligations under the Act. The only material Fletcher specifically identifies in his brief as having never been disclosed was material from the proffer sessions of government witness Ben Bashaw. The government claims it could not disclose the alleged statement because a report was not made of the proffer session. The defendant bears the burden of proving that a “statement” for purposes of the Jencks Act exists and is covered by the Act’s disclosure requirements. See United States v. Dark, 597 F.2d 1097, 1099 (6th Cir.1979) (<HOLDING>); accord United States v. Grecni, 1991 WL Options: A. holding that because the court credited defense testimony over prosecution testimony and there was a reasonable basis in the record for the trial court finding that an agreement existed between the defense and the prosecution the decision could not be disturbed on appeal B. holding that counsel was ineffective for failing to assert an entrapment defense that was legally available and where there was no other viable defense to present C. holding no liability existed under the circumstances D. holding that where there is evidence sufficient to sustain finding of trial court that prejudicial error was contained in record there is no basis for stating that trial court abused discretion in granting new trial E. holding that trial court was under no obligation to examine the file in camera since there was no basis for belief that a jencks act statement existed other than those already furnished defense counsel

assistant: The best answer is E. holding that trial court was under no obligation to examine the file in camera since there was no basis for belief that a jencks act statement existed other than those already furnished defense counsel
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: assault and battery committed by Eugene,” and as such are barred by the intentional tort exception found in 28 U.S.C. § 2680(h). (ECF No. 10-1, at 17 n. 6 (citing Perkins v. United States, 55 F.3d 910, 916-917 (4th Cir.1995))). The intentional tort exception provides that the United States retains immunity as to “[a]ny claim arising out of [an] assault [or] battery.” 28 U.S.C. § 2680(h). Indisputably, Eugene’s murderous acts constituted assault and battery. That assault could not form the basis for a direct claim against the United States. See, e.g., Stepp v. United States, 207 F.2d 909, 911 (4th Cir.1953) (concluding Section 2680(h) barred respondeat superior claim where servicemember used excessive force in shooting civilian); Wise v. United States, 8 F.Supp.2d 535, 542 (E.D.Va.1998) (<HOLDING>). In other words, the intentional tort Options: A. holding criminal sexual assault and unlawful restraint included offenses of aggravated crimi nal sexual assault and vacating convictions and sentences on former offenses B. holding section 2680h barred direct liability claim premised on servicemembers sexual assault and murder of civilian C. holding that merger did not apply because sexual assault was not a lesser included offense of seconddegree kidnapping involving sexual assault D. holding that conduct charged under article 120k ucmj was not plainly private when the sexual activity occurred while in the presence of two additional servicemembers in the unlocked barracks room of two other servicemembers who were reasonably likely to unintentionally observe the sexual activity and therefore the failure of the military judge to raise a lawrence issue sua sponte was not plain error E. holding that allegations of sexual assault by an employee of the church fell within coverage for sexual misconduct

assistant: The best answer is B. holding section 2680h barred direct liability claim premised on servicemembers sexual assault and murder of civilian
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: You and the Company hereby agree that the state and federal courts in Suffolk County, Massachusetts shall have the exclusive jurisdiction to consider any matters related to this Agreement, including without limitation any claim of a violation of this Agreement. With respect to any such court action, you submit to the jurisdiction of such courts and you acknowledge that venue in such courts is proper.

assistant: Jurisdictions
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: tripadvisor and its affiliates will not interfere with reservations arbitrarily , but we reserve the right to cancel or not process a reservation because of certain extenuating circumstances , such as when a reservation is no longer available or when we have reasonable cause to suspect that a reservation request may be fraudulent .

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: on July 1, 2003. Not only would the applicable six-year statute of limitations apply to bar any action relating to the collection of at least the first four installment payments, this Court recognizes that the Proposed Debtor’s failure to make the installment payments may constitute an unequivocal repudiation of the Proposed Debtor’s obligations under the Promissory Note. If the doctrine of unequivocal repudiation is applicable, the statute of limitations may have begun to run earlier than December 22, 2005. Garcia v. Chase Manhattan Bank, N.A., 735 F.2d 645, 648 (2d Cir.1984) (recognizing that an unequivocal repudiation would cause statute of limitations to run from date of repudiation); Quiroga v. Fall River Music, Inc., Civ. No. 93-3914, 1999 WL 102754 (S.D.N.Y. Feb. 25, 1999) (<HOLDING>); Hutton v. Smith, 175 N.Y. 375, 67 N.E. 633 Options: A. holding sixyear statute of limitations applies to adea actions involving federal employees B. holding that the sixyear statute of limitations on a written contract is applicable to a cause of action based on a um policy C. holding that this courts sixyear statute of limitations is jurisdictional D. holding that sixyear statute of limitations ran from moment of unequivocal repudiation E. recognizing a sixyear statute of limitations on claims filed under the coal act

assistant: The best answer is D. holding that sixyear statute of limitations ran from moment of unequivocal repudiation
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 withhold any income or employment taxes required by law to be withheld from payments made hereunder, provided however, that Consultant shall have full responsibility for satisfying any other tax required by law to be paid with respect to the fees paid hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tangible form calculated to bring notice to those who are adversely affected [by it], so as to create a presumption of acquiescence in the claim by the adverse parties.” Id. However, although payment of taxes is “competent evidence” of adverse possession, merely paying taxes on the property is “insufficient to establish adverse possession as a matter of law under the ten year statute.” Rhodes, 802 S.W.2d at 646. Where there is privity of estate between a predecessor and plaintiffs who claim land by adverse possession, the period of possession of the current possessor may be tacked to that of the prior possessor to satisfy the full ten or twenty-five year period required for adverse possession. Sterling v. Tarvin, 456 S.W.2d 529, 534 (Tex. Civ.App.-Fort Worth 1970, writ refd n.r.e.) (<HOLDING>). To tack periods of possession of two or more Options: A. holding contract not unconscionable where parties were of equal bargaining power plaintiff had opportunity to have an attorney review the contract the contract was clear and easily read the plaintiff had been a party to similar contracts in the past and was under no financial pressure to sign the con tract B. holding that the plaintiffs were entitled to the differential between their new and old wages C. holding that where both tract to which predecessor had record title and disputed tract were enclosed by single fence even though deed from predecessor to plaintiffs described only tract of record and possession of both tracts was delivered by predecessor to plaintiffs who continued to adversely possess disputed tract there was privity of estate between predecessor and plaintiffs who were entitled to tack their period of adverse possession onto that of predecessor to get full statutory tenyear period D. holding that under the statute of frauds a description will be insufficient as a matter of law if it is indefinite to the degree that no particular tract of land is identified nevertheless a description which is vague will be sufficient if its precise location may be determined upon competent parol evidence E. holding that plaintiffs were not entitled to a preliminary injunction

assistant: The best answer is C. holding that where both tract to which predecessor had record title and disputed tract were enclosed by single fence even though deed from predecessor to plaintiffs described only tract of record and possession of both tracts was delivered by predecessor to plaintiffs who continued to adversely possess disputed tract there was privity of estate between predecessor and plaintiffs who were entitled to tack their period of adverse possession onto that of predecessor to get full statutory tenyear period
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: From time to time, whether at or following the Closing, each party shall make reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated by this 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: Read the case excerpt and choose the best holding from the options. Case excerpt: helped to do so when taken in combination with the likely destruction of evidence by third persons on the premises. The Court concludes, however, that the sweep cannot be justified on the ground that the officers feared for their own safety. Neither Gerry nor any of his known associates was thought to be armed or to have threatened or engaged in violence in the past. Testimony at the suppression hearing did indicate that the level of violence associated with drug offenses in Maine is on the rise. But evidence of these kinds of general trends, in the absence of more particularized evidence about the individuals in question, is not a sufficiently exigent circumstance to overcome the individuals’ Fourth Amendment rights. See United States v. Hatcher, 680 F.2d 438, 443-44 (6th Cir.1982) (<HOLDING>) Nevertheless, the sweep was justified for the Options: A. holding that officers protective sweep through basement subsequent to arrest on drug charges could not be justified on the sole ground that the subject of drugs is a dangerous one especially for those who are on the law enforcement side B. holding that protective sweep was justified incident to arrest outside residence where officers had reasonable suspicion that dangerous individuals were in apartment C. holding that the officers were justified in conducting a protective sweep incident to the defendants arrest on outstanding warrants because the officers had information that the defendant was suspected of running a methamphetamine operation on the premises other people were living there and assisting the defendant and at the time the sweep began the defendant had not yet been located D. holding that officers were not justified in conducting a protective sweep of the suspects garage and backyard incident to his arrest for possession of marijuana in the back yard because the government pointed to no specific articulable facts suggesting that someone else was on the premises who posed a danger to the officers E. holding that buie allowed officers to perform a protective sweep of a bathroom that adjoined the place of arrest

assistant: The best answer is A. holding that officers protective sweep through basement subsequent to arrest on drug charges could not be justified on the sole ground that the subject of drugs is a dangerous one especially for those who are on the law enforcement side
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 Agent and each Lender agrees to keep confidential any information provided by the Borrowers or their Subsidiaries, or their respective representatives, or agents, hereunder or under any other Loan Document, to maintain procedures with respect to such information substantially comparable to those applied by the Agent and each Lender in respect of other non-public information, and not to use such information for any purpose other than in connection with the Loans or in connection with other financial accommodations being provided or to be provided by the Agent and any Lender to any Borrower; provided that the Agent and each Lender may disclose such information (a) to the extent required by applicable law, (b) to any Agent-Related Persons or to counsel for the Agent or Lenders or to their respective accountants, (c) to bank examiners and auditors and appropriate government examining authorities, (d) to any actual or prospective participant in the Agent or Lenders’ interest in its Loans and other rights or obligations hereunder, provided that each such actual or prospective participant has agreed in writing, that it will comply with the restrictions contained in this Section 13.25 to the same extent as if it were the Agent or a Lender and that such written agreement provides that (i) it can be relied upon by the Borrowers and (ii) such information will be used by such prospective participant only in its evaluation of its participation in the credit facility, (e) in connection with the enforcement of any Borrower’s Obligations hereunder or under any other Loan Document following the occurrence of an Event of Default or (f) in connection with any litigation relating to this Agreement or the other Loan Documents following the occurrence or during the continuance of an Event of Default.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: use , display , mirror or frame the airbnb platform or collective content , or any individual element within the airbnb platform , airbnb 's name , any airbnb trademark , logo or other proprietary information , or the layout and design of any page or form contained on a page in the airbnb platform , without airbnb 's express written consent ;

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: for District of Columbia Circuit in Regular Active Service Acting in Their Official Capacities, 952 F.2d 423, 425 (D.C.Cir. 1991), cert. denied, 506 U.S. 829, 113 S.Ct. 92, 121 L.Ed.2d 54 (1992). Defendants argue that sovereign immunity bars plaintiffs claims against the United States. See Defs.’ Mot. at 5. Defendants further argue that none of the jurisdictional bases on which plaintiff relies, see Compl. at 1, can avoid this jurisdictional bar. See Defs.’ Mot. at 5-7. Defendants correctly note that 28 U.S.C. § 1331 confers federal question jurisdiction on the district courts and that 28 U.S.C. § 2201 authorizes declaratory relief as a remedy. See id. at 5. Neither provision waives the federal government’s sovereign immunity. See Swan v. Clinton, 100 F.3d 973, 981 (D.C.Cir.1996) (<HOLDING>); Balistrieri v. United States, 303 F.2d 617, Options: A. holding that 28 usc 1331 which states that district courts shall have original jurisdiction of all civil actions arising under the constitution laws or treaties of the united states does not constitute a waiver of sovereign immunity B. holding that removal by a foreign sovereign is explicitly authorized by 28 usc 1441d and clearly cannot constitute waiver C. holding that statutes conferring general jurisdiction including 28 usc 1331 do not waive sovereign immunity D. holding that 28 usc 1331 does not constitute a waiver of sovereign immunity E. holding that 28 usc 1361 which provides that district courts shall have original jurisdiction to compel an officer or employee of the united states to perform a duty owed to the plaintiff does not constitute a waiver of sovereign immunity

assistant: The best answer is D. holding that 28 usc 1331 does not constitute a waiver of sovereign immunity
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 determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however , that, except as otherwise provided by Section 10.6, the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.

assistant: Forfeitures
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 a Payment Date occurs because the Participating Director died, the shares of Stock required to be delivered under the Plan and the applicable Election Agreement shall be issued not later than two (2) months following the end of the Plan Year in which the Participating Director died, in the name of and delivered to the Participating Director’s beneficiary (or beneficiaries) as designated in the applicable Election Agreement, or, if none are so designated, in the name of and to the legally appointed personal representative of the Participating Director’s estate. If no legal proceedings for such appointment have been instituted within sixty (60) days after receipt by the Company of notice of the Participating Director’s death, such delivery shall be in accordance with the last sentence of Paragraph 7(b) above.

assistant: Death
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: seeds she had found, and threatened her son with eventual eviction if he did not desist. However, these steps fall short of what any reasonable land owner would undertake given such knowledge of drug use and cultivation. For example, she could have given notice to appropriate law enforcement officials, and she could have evicted her son upon the information she received from her daughter-in-law. At the very least, Ms. Scott could have investigated the property more thoroughly to determine whether marijuana was in fact growing there. While we understand that Ms. Scott might have had difficulty investigating the property on her own, nothing prevented her from having some third party — such as the police — investigate the property for her. Inste 930 F.2d 857, 860-61 (11th Cir.1991) (<HOLDING>). Congress has placed strict duties upon Options: A. holding that the former wife did not waive her attorneyclient privilege simply because the credibility of her claim that she relied on her husbands representations could be impeached by deposing her former attorney B. holding that wife could receive permanent total disability payments after the death of her husband where the husbands claim was pending before the effective date of the 2008 statutory amendments and was still pending at the time of his death even though husbands death occurred after the effective date of the 2008 statutory amendments as wifes status as a dependent was subject to determination as of the time of husbands injury C. holding admissible a letter which a woman had purportedly written to a judge 2 days before her death stating that her husband had threatened her and she feared him where the defendant husband claimed she had threatened him D. holding a wife liable for necessary medical expenses incurred by her husband under the doctrine even though the wife did not sign as a guarantor and did not request that her husband be admitted nor anticipate that her husband would be admitted E. holding that a woman did not escape the consequences of consent to husbands illegal acts even though she presented evidence that her husband had beaten his previous wife to death had beaten her and owned several guns

assistant: The best answer is E. holding that a woman did not escape the consequences of consent to husbands illegal acts even though she presented evidence that her husband had beaten his previous wife to death had beaten her and owned several guns
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, nor will it permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transaction or any other transaction pursuant to which it incurs or has incurred Off-Balance Sheet Liabilities.

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: this case, however, Pigs Gun Club was not a class action. That distinction is significant because interpreting the notice of claim provision to require identification of every potential plaintiff in a class action lawsuit would nullify our class action rule, which provides that “[o]ne or more members of a class may sue or be sued as representative parties on behalf of all.” Utah R. Civ. P. 23(a) (emphasis added). Nothing in the Immunity Act suggests that the State declined to waive immunity from class action lawsuits. Accordingly, we hold that a claim providing notice of a possible class action lawsuit satisfies the requirements of the Immunity Act if it is filed by a class representative on behalf of potential class members. Cf. Moreno v. Bd. of Educ., 926 P.2d 886, 892 (Utah 1996) (<HOLDING>). The notice of claim in this ease met that Options: A. holding that an adversary defendant was not a person aggrieved even though creditor committee acting on behalf of the estate had already filed claims against him B. holding ftca jurisdictional requirements satisfied in wrongful death action by substituting husband in his individual capacity who had filed timely administrative claim for husband in his capacity as personal representative of decedents estate who had not filed claim and could not bring wrongful death action under state law C. holding that a wrongful death claim related back to a personal injury claim in an automobile accident case where the wrongful death claim arose from the same transaction or occurrence as the original complaint and the defendant was advised of the essential facts necessary to prepare his defense even with the added claim D. holding that the notice of claim filed by a guardian in a wrongful death action even though erroneously filed on the guardians own behalf was sufficient to preserve the parents claim because the guardian was legally authorized to file a claim on behalf of the parent E. holding that a public administrator was not entitled to attorneys fees in a claim against the estate of a former guardian where the case was not one where attorneys fees were authorized and there was no evidence to support the award

assistant: The best answer is D. holding that the notice of claim filed by a guardian in a wrongful death action even though erroneously filed on the guardians own behalf was sufficient to preserve the parents claim because the guardian was legally authorized to file a claim on behalf of the parent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Term, the Executive shall devote substantially all of her business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the CEO. Notwithstanding the foregoing, the Executive will be permitted to (a) act or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization and (b) purchase or own less than three percent (3%) of the publicly traded securities of any corporation; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that the activities described in clauses (a) and (b) do not interfere in any material way with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.

assistant: Duties
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 Employer will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Common Stock to which the Employee or beneficiary otherwise would be entitled equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Common Stock. For purposes of withholding, Fair Market Value shall be equal to the closing price of the Common Stock on the Vesting Date, or, if the Vesting Date is not a business day, the next business day immediately following the Vesting Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application of any such provision to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties agree that the court making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

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: This Agreement may be executed in any number of counterparts with the same effect as if both of the signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

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: one or more but fewer than all of the claims or parties only upon an express determination that there is no just reason for delay and upon an express direction for the entry of judgment.” Fed.R.Civ.P. 54(b). We have recognized that “[w]e can only reverse a district court’s Rule 54(b) certification if we determine that the district court has abused its discretion.” Fox v. Baltimore Police Dep’t, 201 F.3d 526, 531 (4th Cir.2000). Although we normally “defer to the district court’s initial determination that a judgment is final and no just reason exists for delay[,][w]e must necessarily accord the district court less deference ... when ... the court offers no rationale for its decision to certify.” Id. (citing Braswell Shipyards, Inc. v. Beazer East, Inc., 2 F.3d 1331, 1336 (4th Cir.l993)(<HOLDING>)). Here, the district court failed to specify Options: A. holding that a district courts findings under rule 52a are to be liberally construed in support of the district courts judgment B. recognizing that factual findings were clearly erroneous where the record before the court was simply devoid of any basis for the district courts conclusion C. recognizing that district courts finding of reasonable suspicion or probable cause based on the totality of the circumstances is ordinarily accorded deference D. holding that the courts conclusion that transfer was appropriate is to be accorded great deference E. recognizing that numerous courts have held that where the district courts rule 54b certification is devoid of findings or reasoning in support thereof the deference normally accorded such a certification is nullified

assistant: The best answer is E. recognizing that numerous courts have held that where the district courts rule 54b certification is devoid of findings or reasoning in support thereof the deference normally accorded such a certification is nullified
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 acknowledge that the terms of this Agreement and the transaction described herein are of a confidential nature and shall not be disclosed except (a) to Buyer’s or Seller’s respective affiliates, officers, directors, principals, members, employees, agents, attorneys, partners, accountants, lenders, agents, advisors; (b) underwriters, lenders and other sources of financing and their agents; and (c) to the United States Securities and Exchange Commission (the “ SEC ”) in connection with any of Buyer’s requirements under federal securities law or regulations, including but not limited to a Form S-11 registration, or any similar or related filing made by Buyer or (c) as otherwise required by law (including SEC regulations and NYSE requirements) ((a), (b) and (c) together, collectively, the “ Permitted Outside Parties ”). In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have access to confidential information relating to the other party. Each party shall treat such information as confidential, preserve the confidentiality thereof, and not duplicate or use such information, except to Permitted Outside Parties. Except as required by applicable law, neither party shall issue any press release or make any statement to the media without the other party’s consent, which consent shall not be unreasonably withheld or delayed. The provisions of this Section shall survive any termination 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: Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery by such Private Placement Party of this Agreement and each other Transaction Agreement to which such Private Placement Party is a party, the compliance by such Private Placement Party with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in breach, modification, termination or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which such Private Placement Party is party or is bound or to which any of the property or assets or such Private Placement Party are subject, (b) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of such Private Placement Party and (c) will not result in any material violation of any Law or Order applicable to such Private Placement Party or any of its properties, except in each of the cases described in clauses (a) or (c), for any conflict, breach, modification, termination, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the aggregate, to prohibit or materially and adversely impact such Private Placement Party’s performance of its obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: total of seven permits held by Coteau. Coteau is almost constantly in the process of renewal, revision or review of its permits. Delay, denial or suspension of these revisions would clearly cause Coteau serious difficulties in meeting its contractual obligations, if not make it impossible to meet them. Coteau has no power to cause Basin, or entities linked to Basin, to remedy a violation, should one occur. Thus, if Basin or its linkages commit a violation and refuse to remedy it, Coteau could lose its permits indefinitely. The consequences to Coteau of, through no fault of its own, breaching a contract will be irreparable once they have occurred, and a preliminary injunction will ensure that Co-teau suffers no loss during the pendency of this case. See Glenwood Bridge, 940 F.2d at 372 (<HOLDING>). We find that the district court erred in Options: A. holding that loss of the opportunity to fairly compete for a contract constitutes irreparable harm B. holding that the potential loss of valuable business may constitute irreparable harm C. holding that the lack of control over ones mark creates the potential for damage to reputation which constitutes irreparable injury for the purpose of granting a preliminary injunction in a trademark case D. holding that potential loss of a contract constitutes irreparable injury E. holding potential damage to reputation to constitute irreparable harm

assistant: The best answer is D. holding that potential loss of a contract constitutes irreparable 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: Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure or other obligations shall be released promptly following (%4) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee) or (%4) the Revolving Facility Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , that (x) Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default and (y) the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated LC Exposure or other obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: jurisdiction the federal courts apply federal law as to matters of procedure”). As a result, any differences in procedural rules are irrelevant to the instant case. For this reason, we decline to consider the procedural discrepancies highlighted by appellants in our determination of whether the issues in the present appeal are identical to the issues presented in Canady I. Appellants additionally argue that there is no identity of issues because the state law claims covered a different time period than the federal law claims. We find this argument unpersuasive. The difference in time periods does not affect the underlying nature of the claims at issue, and therefore the difference in time periods is irrelevant in determining whether the issues were identical. See Xiong, 195 F.3d at 427 (<HOLDING>). Because appellants do not assert any Options: A. holding that denial of class certification is not a judgment for purposes of the antiinjunction act while the underlying litigation remains pending B. holding that difference in claims alleging the same violations over different time periods are immaterial in determining identity of issues for purposes of applying the relitigation exception to the antiinjunction act C. holding that evidence of the same name and that the former conviction was in same city and same court as the present case and the fact that the defendant did not offer any testimony to rebut the prima facie evidence of identity was sufficient to establish identity D. holding that evidence of the same unusual name with the same address in the same city for the same offense of selling liquor in the same judicial district was sufficient to establish identity E. holding that denial of class certification in stillpending federal action lacked sufficient finality to invoke relitigation exception to antiinjunction act

assistant: The best answer is B. holding that difference in claims alleging the same violations over different time periods are immaterial in determining identity of issues for purposes of applying the relitigation exception to the antiinjunction act
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: v. Grimes, 173 F.3d 634, 637 (7th Cir.1999). Crimes against vulnerable victims also warrant additional punishment because the criminal’s choice of such victims evidences an “extra measure of criminal depravity.” United States v. Castellanos, 81 F.3d 108, 111 (9th Cir.1996). Further, the vulnerable victim enhancement serves the special needs of vulnerable victims by creating a greater level of societal protection for those who are most in need of such protection. See United States v. Randall, 162 F.3d 557, 560 (9th Cir.1998). Section 3Al.l(b)(l) of the Sentencing Guidelines provides that: “If the defendant knew or should have known that a victim of the offense was a vulnerable victim, increase [the offense level] by 2 additional levels.” We have explained the applicat 5 (9th Cir.2000) (<HOLDING>); United States v. Randall, 162 F.3d 557, 560 Options: A. holding that prosecutors statement that crime shouldnt go on was simply a way of saying that defendant had engaged in criminal conduct and should not be permitted to continue that criminal conduct B. holding a sleeping victim of sexual abuse was particularly susceptible to criminal conduct C. holding a car salesman who was obligated to go on a drive with assailants was particularly susceptible to criminal conduct D. holding that criminal conduct on premises was not foreseeable E. holding persons known to have fallen for telemarketing scams previously were particularly susceptible to criminal conduct

assistant: The best answer is C. holding a car salesman who was obligated to go on a drive with assailants was particularly susceptible to criminal conduct
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 Lender and other Indemnitee hereby further irrevocably authorizes Administrative Agent, on behalf of and for the benefit of the Lenders, to be the agent for and representative of Lenders with respect to the Collateral Documents and to enter into such other agreements with respect to the Collateral (including intercreditor agreements) as it may deem necessary without further consent from the Lenders. Subject to Section 10.6 , without further written consent or authorization from the Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.6 ) have otherwise consented, or (ii) release any Guarantor from the Guaranty pursuant to the Guarantee and Collateral Agreement, in connection with a transaction permitted under the Loan Documents, or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.6 ) have otherwise consented.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and any joint instructions from the Parties, may be executed in several counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties to this Agreement and delivered to the other parties to this Agreement, it being understood that all parties to this Agreement need not sign the same counterparts. The exchange of copies of this Agreement and of signature pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties to this Agreement and may be used in lieu of the original Agreement for all purposes. Signatures of the parties to this Agreement transmitted by facsimile or other electronic means shall be deemed to be their original signatures 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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective when it shall have been executed by each party hereto and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

assistant: Binding Effects