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: are split on the issue of whether claims under the Texas Insurance Code survive the decedent. See Launius v. Allstate Ins. Co., Civ. No. 3:06-CV-0579-B, 2007 WL 1135347, at *3 (N.D.Tex. April 17, 2007) (collecting Texas cases and noting disagreement on issue of survivability). As a named beneficiary of Mr. Kersh’s life insurance policy, however, Plaintiffs claim is direct; issues of assign-ability are inapposite. See Williams v. Certain Underwriters at Lloyd’s of London, 398 Fed.Appx. 44, 47 (5th Cir.2010) (citations omitted) (“A plaintiff has standing to sue under an insurance policy if the plaintiff is a named insured or an additional named insured or if the plaintiff is an intended third-party beneficiary of the policy.”); Mendoza v. Am. Nat. Ins. Co., 932 S.W.2d 605 (Tex.App.1996) (<HOLDING>). Accordingly, the Court rejects Defendants’ Options: A. holding that an insurer who brought a declaratory judgment action and out of an abundance of caution named the injured party as an additional defendant 1 must have thought the injured party had some potential interest in the insurance policy and 2 had tacitly conceded the injured partys standing to appeal by not contesting the appeal on the ground of lack of standing B. holding that insureds widow as beneficiary of life insurance policy had standing as an injured person under the insurance code C. holding that an agent breaches its duty to use reasonable care and diligence in procuring insurance when it fails to provide an insurance policy that covers the contents of the insureds business as the insured had requested D. holding that under minnesota law an insurance policy or provision not filed with the commissioner of insurance is unenforceable E. holding change of beneficiary effective where city employee listed a new beneficiary for his group life insurance policy in an employee personal data form next to the words designated beneficiary even though this did not comply with the policy terms

assistant: The best answer is B. holding that insureds widow as beneficiary of life insurance policy had standing as an injured person under the insurance code
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 exhibits and schedules hereto and thereto constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof.

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: On the Closing Date after giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. On the Restatement Effective Date after giving effect to the Argentum Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

assistant: Solvency
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: Neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or in part, by either party without the prior express written consent of the other, except that the Licensee may assign this Agreement without restriction to the Parent or to any of their respective Affiliates or in connection with the direct or indirect acquisition of a majority of the capital stock of the Licensee or all or substantially all of the assets of the Division. Any purported assignment in violation of this Section 12.7 shall be void.

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 case excerpt and choose the best holding from the options. Case excerpt: E SSI’s president testified that the company was contending there had been a misappropriation of trade secrets for use in Sentex’s sales materials. Although ESSI’s president disclaimed having seen its trade secrets in Sentex’s written sales materials, he testified that the information was used to market Sentex products in other ways. In this day and age, advertising cannot be limited to written sales materials, and the concept of marketing includes a wide variety of direct and indirect advertising strategies. It is significant that ESSI’s claims for misappropriation of trade secrets relate to marketing and sales and not to secrets relating to the manufacture and production of security systems. Cf. Simply Fresh Fruit, Inc. v. Continental Ins. Co., 84 F.3d 1105, 1107-08 (9th Cir.1996) (<HOLDING>). While we may agree with Hartford that the Options: A. holding that insurer had a continuing duty to defend B. holding that the insurer had no duty to defend the insured because the allegations of the initial complaint did not allege facts which would bring the case within the coverage of the title insurance policy C. holding that the insurer did not have a duty to defend because the pleadings alleged that the defendants had acted intentionally rather than negligently D. holding that an insurer had no duty to defend under an advertisinginjury provision where the third partys allegations concerned the misappropriation of trade secrets which related to the methods for processing fruit rather than advertising or marketing E. holding that a claim against an insurer for vexatious refusal to pay cannot be maintained where the court finds that the insurer has no duty to defend under the policy

assistant: The best answer is D. holding that an insurer had no duty to defend under an advertisinginjury provision where the third partys allegations concerned the misappropriation of trade secrets which related to the methods for processing fruit rather than advertising or marketing
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 New York law on this subject indicates that it is evolving. While plaintiffs contend that in New York, the complaint itself can constitute reasonable notice after discovery of the breach, the case they cite for that proposition makes clear that plaintiffs in that action provided other forms of pre-suit notice that may have satisfied the notice requirement. Panda Capital Corp. v. Kopo Intern., Inc., 242 A.D.2d 690, 662 N.Y.S.2d 584, 586-87 (1997); see also Denny v. Ford Motor Co., 87 NY.2d 248, 273, 639 N.Y.S.2d 250, 662 N.E.2d 730 (N.Y. 1995) (Simons, J., dissenting) (suggesting that a requirement of timely notice should not be imposed in cases involving “tortious personal injury,” and citing Fischer v. Mead Johnson Laboratories, 41 A.D.2d 737, 341 N.Y.S.2d 257, 259 (1973) (<HOLDING>)). Certain class members’ claims could stand or Options: A. holding that in a personal injury suit the timely notice requirement does not apply B. holding that personal representative may amend personal injury suit to state wrongful death claim following plaintiffs death C. holding that to apply the personal injury endorsement montana law requires the complaint to allege facts establishing the elements of one of the enumerated torts listed under the insurance policys definition of personal injury D. holding that federal courts apply the forum states personal injury statute of limitations for section 1983 claims E. holding that age discrimination is not a personal injury tort

assistant: The best answer is A. holding that in a personal injury suit the timely notice requirement does not apply
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court cannot act on a motion for summary judgment without giving the opposing party a reasonable opportunity to submit affidavits that contradict the affidavits submitted in support of the motion and that demonstrate a genuine issue of material fact); Winbourne v. Eastern Air Lines, Inc., 632 F.2d 219 (2d Cir.1980) (purpose of Rule 56(c) is to permit nonmoving party a meaningful opportunity to challenge motion for summary judgment). Recognizing the importance of giving the nonmovant a meaningful opportunity to respond to a motion for summary judgment, this circuit has strictly enforced the requirement of a 10 day advance notice that the court will take a motion for summary judgment under advisement as of a certain date. E.g., Griffith v. Wainwright, 772 F.2d 822, 825 (11th Cir.1985) (<HOLDING>). The reasons for such a requirement “are Options: A. holding that district court has discretion when deciding to convert a defendants motion to dismiss to a motion for summary judgment B. holding that district court has limited authority under rule 59 to alter or amend judgment sua sponte so long as court acts within 10 days of entry of judgment C. holding that when a court sua sponte converts a motion to dismiss into a motion for summary judgment the court must give at least 10 days notice to the nonmovant D. holding that a motion to dismiss or for summary judgment precluded default judgment E. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff

assistant: The best answer is C. holding that when a court sua sponte converts a motion to dismiss into a motion for summary judgment the court must give at least 10 days notice to the nonmovant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All actions by (including any authorization, consent or approval) or in respect of (including notice to), or filings with, any Governmental Authority or other Person that are required to consummate the Contemplated Transactions, as disclosed in Schedule 7.05 or as otherwise reasonably requested by Parent, will have been obtained or made, in a manner reasonably satisfactory in form and substance to Parent, and no such authorization, consent or approval will have been revoked.

assistant: Consents
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: claim under section 376.313(3), Florida Statutes (2002). The trial court held a bench trial. The court recognized that contamination of Ea-ston’s property had diminished its value by $153,000. It concluded, however, that Easton had failed to prove that either Ara-mark or Servisco had caused the contamination, and thus entered judgment in Ara-mark’s favor. On appeal, the First District Court of Appeal reversed, holding that section 376.313(3) created a cause of action for strict liability against an adjoining landowner and did not require proof that the defendant had caused the contamination. See Easton, 825 So.2d at 998. The court relied on two other cases holding that section 376.313 creates a cause of action. See Cunningham v. Anchor Hocking Corp., 558 So.2d 93, 98-99 (Fla. 1st DCA) (<HOLDING>), review denied, 574 So.2d 139 (Fla.1990); Options: A. holding that the allegations in the complaint stated a cause of action under section 376313 B. recognizing cause of action C. holding that a title vii cause of action is limited to those discrimination allegations in the complaint that have been under the scrutiny of a formal eeoc complaint D. recognizing the cause of action E. holding that a real estate brokers allegations of an oral contract with prospective purchasers stated a cause of action

assistant: The best answer is A. holding that the allegations in the complaint stated a cause of action under section 376313
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 two or more counterparts, each of which will be deemed to be an original, and such counterparts will together constitute one and the same instrument. A facsimile or other electronic transmission of an executed counterpart signature page will be deemed an original.

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: fraud based claims undermines the predominance of common issues. The Court rejects the argument. Indeed, courts generally reject the argument that the issue of reliance undermines the predominance of common issues because reliance is an issue ions to the reliance requirement arises when the defendant fails to disclose material facts which it has a duty to disclose (nondisclosure).”); In re LILCO Sec. Litig., 111 F.R.D. 663, 668-69 (E.D.N.Y.1986) (“With respect to federal securities claims under § 10(b) and Rule 10b-5, issues of individual reliance are largely irrelevant [to class certification] because reliance is presumed if the statement or omission is material.”); In re United Energy Corp. Solar Power Modides Tax Shelter Invs. Sec. Litig., 122 F.R.D. 251, 254-55 (C.D.Cal.1988) (<HOLDING>). In addition, reliance may be presumed for Options: A. holding that ute citizens applied to permit certification of hybrid misrepresentationomission claims because the court could not predict which theory would prevail before resolution of meiits B. holding that under wilkerson it was error for district court to deny class action certification motion of named plaintiffs whose claims were resolved after filing motion for class certification but before district court decided motion C. holding that an indictment gave sufficient notice when the defendant knew before trial the theory of criminality on which the government would proceed D. holding that the district court did not err in dismissing the named plaintiffs claims on summary judgment before reaching the issue of class certification E. holding that claim preclusion applies to small claims court adjudication and that judicial economy is not served by encouraging resolution of property claims in small claims court and other claims in district court

assistant: The best answer is A. holding that ute citizens applied to permit certification of hybrid misrepresentationomission claims because the court could not predict which theory would prevail before resolution of meiits
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: his first issue, Samba maintains that the immigration judge placed too little weight on the length of his sentence and the assistance he provided to federal agencies in determining that the offense was a particularly serious crime. We have previously determined that such a claim, “which amount[s] to an argument that the immigration judge ‘abused [his] discretion in weighing the multiple desiderata made relevant by the [BIA’s] definition of a particularly serious crime,’ do[es] not present questions of law and therefore [is] not reviewable under section 1252(a)(2)(D).” Solorzano-Moreno v. Mukasey, 296 Fed.Appx. 391, 394 (5th Cir.2008) (third alteration in original) (quoting Petrov v. Gonzales, 464 F.3d 800, 802 (7th Cir.2006)); see also Sung v. Keisler, 505 F.3d 372, 377 (5th Cir.2007) (<HOLDING>). To the extent that the first issue challenges Options: A. holding that a sentencing judge would commit a statutory error if the judge failed to consider the applicable guidelines range as well as the other factors listed in section 3553a B. holding that the source of the federal funds was not a relevant factor in determining the number of violations C. holding that the court did not have jurisdiction to consider an argument not presented to the board in a motion for reconsideration D. holding that the argument that the immigration judge did not consider all of the relevant factors in determining that his children would not suffer the requisite hardship was not a question of law under 1252a2d E. holding that the family court is required to consider all relevant factors in determining alimony

assistant: The best answer is D. holding that the argument that the immigration judge did not consider all of the relevant factors in determining that his children would not suffer the requisite hardship was not a question of law under 1252a2d
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: issue “went to gambling, alcohol, and drugs. I lost all the money earned and had no money to pay the taxes. I hoped [I] could win money to pay the taxes, but I lost all the money.” (Def.’s Ex. 16, answer to interrogatory 6.) At trial, however, Long testified that he was not aware until 2005 that he did not pay his taxes, and that he thought Magida was filing his returns and paying his taxes for him. (Tr. at pp. 15, 28.) Finally, Long also testified at trial — inconsistently—that he thought the taxes for at least 2001 were being paid out of the proceeds of the sale of his McDonald’s franchise. (Id. at pp. 14, 29.) Long further testified at trial that he had never received prepared returns from Magida, though he later admitted that at least some of the returns Magida prepared, and 005) (<HOLDING>). Long’s failure to file his 1999, 2000, and Options: A. holding that agency could not claim confidentiality for tax returns that had been exhibits in tax court and were therefore public records B. holding the conduct element satisfied where debtor failed to timely file tax returns and failed to pay taxes for those years C. holding the conduct element satisfied where debtor earned income during the tax years at issue but did not make any estimated tax payments had inadequate or no withholdings and latefiled his tax returns D. holding that debt or who failed to file income tax returns and failed to pay tax satisfied 523alcs conduct requirement despite no affirmative conduct to evade taxes E. holding refund of discriminatory tax required because predeprivation remedy not clearly available for tax years at issue

assistant: The best answer is C. holding the conduct element satisfied where debtor earned income during the tax years at issue but did not make any estimated tax payments had inadequate or no withholdings and latefiled his tax returns
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in each Letter of Credit issued by such Issuing Bank equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (d) of this Section, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, including, but not limited to, the provisions for termination set forth in Section 5 hereof, the employment of the Employee under the Original Employment Agreement commenced on the Effective Date, continued through the Initial Term (as defined in the Original Employment Agreement) and has continued thereafter. The Company and Employee agree that Employee’s employment shall continue from the date hereof through August 3, 2017 (the “Subsequent Term”). Upon the expiration of the Subsequent Term, the term of Employee’s employment shall be renewed in successive one year terms, subject to termination of Employee’s employment as set forth in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years from the date of stockholder approval unless sooner terminated, provided that no incentive stock options may be granted under the Plan after April 7, 2026. Subject to Section 19 below, and Applicable Laws, Awards may be granted under the Plan upon Board approval, contingent on stockholder approval.

assistant: Effective Dates
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 test the trial court ascribed insufficient weight to the government’s interest in the children’s well-being, in the context of this narrowly-tailored statute addressing grandparent involvement in non-intact families. In this regard, the classification under Section 5312 is not based on antagonism against non-intact families, but, like Section 5311, reflects circumstances where the child’s family environment has been disturbed. Accord Seagrave v. Price, 349 Ark. 433, 79 S.W.3d 339, 344 (2002) (“Because the differences in the circumstances between married and divorced parents established the necessity to discriminate between the classes, the [grandparent visitation] statute at issue would not be found unconstitutional.”); Blixt v. Blixt, 437 Mass. 649, 774 N.E.2d 1052, 1064 (2002) (<HOLDING>); see also Curtis, 542 Pa. at 261-68, 666 A.2d Options: A. holding that under strict scrutiny a grandparent visitation statute did not violate equal protection principles given legislative recognition that children of unmarried or separated parents may be at heightened risk for certain kinds of harm when compared with children of intact families B. holding that nearly identical kansas statute did not violate equal protection clause when subjected to strict scrutiny C. recognizing that because the state has cognizable interests in the safety of children in its jurisdiction neglectful parents may be separated from their children D. holding that the state law violated equal protection principles E. holding that biological grandparents were statutory strangers to children following their adoption by stepfather statute authorizing grandparent visitation violated parents constitutional right to privacy

assistant: The best answer is A. holding that under strict scrutiny a grandparent visitation statute did not violate equal protection principles given legislative recognition that children of unmarried or separated parents may be at heightened risk for certain kinds of harm when compared with children of intact families
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 has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

assistant: Binding Effects
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 agree Executive may revoke the Agreement at will within seven (7) days after he executes the Agreement (the “ Revocation Period ”) by giving written notice of revocation to Company. Such notice must be delivered to Daniel J. O’Connor, and must actually be received by him at or before the above-referenced seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement within the Revocation Period, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Agreement within the Revocation Period, the effective date of this Agreement (the “ Effective Date ”) shall be the eighth (8 th ) day after the day on which Executive executes this Agreement.

assistant: Effective Dates
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: after determining that an upward variance was warranted; (b) improperly considered the short period of time between his release from state prison and his arrest in this case because “[t]his was a factor already taken into account in the determination of the advisory guideline range”; and (c) erred in awarding him one criminal history point based upon a misdemeanor escape conviction from Virginia because the PSR provided no information about the offense. These arguments are unconvincing. Williams’s first argument fails because this court has held that “[t]here is no requirement” that a district court “specify a new, adjusted sentencing range” after it concludes that a sentence above the Guidelines range is warranted. United States v. Herrera-Zuniga, 571 F.3d 568, 588-89 (6th Cir.2009) (<HOLDING>). Williams’s argument that the district court Options: A. holding that sentence within guidelines range enjoys a presumption of reasonableness B. holding that we may apply a presumption of reasonableness to a sentence within the guidelines range C. holding that despite the advisory nature of the sentencing guidelines they remain the starting point and the initial benchmark of a district courts sentencing analysis the district court should begin all sentencing proceedings by correctly calculating the applicable guidelines range and keep that range in mind throughout the sentencing process and that failing to calculate or improperly calculating the guidelines range or failing to adequately explain the chosen sentenceemdashincluding an explanation for any deviation from the guidelines range constitutes significant procedural error D. holding that the district court did not err by failing to specify a final adjusted sentencing range because we apply a presumption of reasonableness only to sentences falling within the initial sentencing range recommended under the guidelines and there is no intrinsic need to specify an adjusted sentencing range to aid our appellate review E. holding that district court may not presume reasonableness of guidelines sentencing range in particular case

assistant: The best answer is D. holding that the district court did not err by failing to specify a final adjusted sentencing range because we apply a presumption of reasonableness only to sentences falling within the initial sentencing range recommended under the guidelines and there is no intrinsic need to specify an adjusted sentencing range to aid our appellate review
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 provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

assistant: Participations
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 485 U.S. 386 108 S.Ct. 1200 99 L.Ed.2d 402 Otis R. BOWEN, Secretary of Health and Human Services, Petitionerv.Kenneth KIZER, Director of California Department of Health Services, et al. No. 86-863. March 23, 1988. PER CURIAM. 1 We granted the Secretary of Health and Human Services' petition for certiorari, 479 U.S. 1083, 107 S.Ct. 1282, 94 L.Ed.2d 141 (1987), in order to review the judgment of the Court of Appeals for the Ninth Circuit that the Secretary unlawfully rejected a California Medicaid plan amendment because an internal agency manual stating approval of the type of provision in question was a binding regulation, and because acceptance of the amendment was required by § 2373(c) of the Deficit Reduction Act of 1984, Pub.L. 98-369, 98 Stat. 1112, note following 42 U.S.C. § 1396a (1982 ed., Supp. III). Cubanski v. Heckler, 781 F.2d 1421 (1986). After the case had been briefed and argued, Congress enacted § 4106 of the Omnibus Budget Reconciliation Act of 1987, Pub.L. 100-203, 101 Stat. 1330, which required the Secretary to approve the proposed California amendment, retroactively to the date of its proposal. The Secretary has complied with that requirement. 2 The parties agree that these developments have rendered the controversy moot. In accordance with our established practice, we vacate the judgment of the Ninth Circuit and remand with instructions to dismiss the suit. See Deakins v. Monaghan, 484 U.S. 193, 200, 204, 108 S.Ct. 523, 528, 531, 98 L.Ed.2d 529 (1988); United States v. Munsingwear, Inc., 340 U.S. 36, 39-40, 71 S.Ct. 104, 106-107, 95 L.Ed. 36 (1950). 3 It is so ordered. 4 Justice KENNEDY took no part in the consideration or decision of this case.

assistant: 9
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: OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 8.3 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in Seattle, Washington, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Company and Contractor will each pay one‑half of the costs and expenses of the arbitration, and each will separately pay their own counsel fees and expenses.

assistant: Arbitration
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: Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the trial court did not comply -with this recommendation. Moreover, when a party requests certification, there is generally a hearing, accompanied by extensive documentation, depositions, admissions, interrogatories, affidavits, and oral testimony. Warner, supra, at 94, 521 N.E.2d at 1094-1095. Here, there were some general discovery materials and affidavits for the court to rely on, but the parties agreed that a hearing was unnecessary. As the trial court must assume the truth of allegations in the complaint and not consider the merits of the case, we must conclude that the court relied on virtually “undisputed” facts when deciding the Civ.R. 23 motion. See Ojalvo v. Bd. of Trustees of Ohio State Univ. (1984), 12 Ohio St.3d 230, 233, 12 OBR 313, 315-316, 466 N.E.2d 875, 877-878 (<HOLDING>), and Ungerbuhler v. Butler Rural Elec. Coop., Options: A. holding that no subsequent class actions may benefit from tolling when class certification has been denied B. holding that district court in making class certification decision should avoid focusing on merits of underlying class action C. holding that tolling applies to a subsequent class action when class certification was granted in a prior case D. holding that a courts considerations do not involve the actions merits when it decides the propriety of class certification E. holding that while it is not appropriate to consider the merits in determining certification the admissibility of all evidence which has relevance to the merits is not barred if it is relevant to the purpose of refuting or supporting the existence of a class

assistant: The best answer is D. holding that a courts considerations do not involve the actions merits when it decides the propriety of class certification
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices to the Company will be addressed to the Company ’ s Chief Executive Officer at the Company ’ s principal place of business on file with the Secretary of State of the State of Nevada . Any and all notices or other communications or deliveries to be provided by the Company to any Investor hereunder will be in writing and delivered personally, by electronic mail or facsimile, sent by a nationally recognized overnight courier service addressed to each Investor at the electronic mail, facsimile telephone number or address of such Investor appearing on the books of the Company, or if no such electronic mail, facsimile telephone number or address appears, at the principal place of business of the Investor. Any notice or other communication or deliveries hereunder will be deemed given and effective on the earliest of (1) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail prior to 5:30 p.m. Eastern time, (2) the date after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail later than 5:30 p.m. but prior to 11:59 p.m. Eastern time on such date, (3) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, or (4) upon actual receipt by the party to whom such notice is required to be given, regardless of how sent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Certificates for Shares issued upon exercise of this Warrant will be issued in the name of Holder or and will be delivered to Holder or such named Person or Persons within a reasonable time after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Holder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant at any time. The Company will use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the Shares are listed or traded, if any. Upon agreement of the Company and Holder, in lieu of issuing certificates evidencing Shares, the Company shall cause its transfer agent to issue such Shares in book-entry form.

assistant: Authorizations
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 GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OTHER HOLDER OF GUARANTEED OBLIGATIONS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN.

assistant: Consent 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 legal provision and list the applicable contract clause categories. Provision: Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries and the percentage ownership interest of Holdings or the Borrower therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are fully paid and non-assessable and are owned by Holdings or the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents).

assistant: Subsidiaries
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: To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to the Employee for federal, state or local income, employment or other tax purposes with respect to which the Company or any Affiliate has a withholding obligation, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if the Employee fails to do so, the Company is authorized to withhold from the Shares granted hereby or from any cash or stock remuneration then or thereafter payable to the Employee in any capacity any tax required to be withheld by reason of such resulting income.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Restricted Stock Unit Agreement and the Deferral Election referenced in Paragraph 2 constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements.

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: If a Change in Control shall occur prior to the end of the Deferral Period, then all nonvested Restricted Stock Units (if any) shall fully vest, all restrictions (other than those described in Paragraph 10) applicable to such Restricted Stock Units shall terminate and the Company shall issue and deliver electronically to the Director the shares of Common Stock underlying the Restricted Stock Units as provided in Paragraph 7 within thirty (30) days after the date of the Change in Control.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the result of the proceeding would have been different.” United States v. Bagley, 473 U.S. 667, 682, 105 S.Ct. 3375, 87 L.Ed.2d 481 (1985). A “reasonable probability” does not require a showing that a different verdict would have resulted, but that “in [the] absence [of the evidence] [defendant] received a fair trial, understood as a trial resulting in a verdict worthy of confidence.” Kyles, 514 U.S. at 434, 115 S.Ct. 1555. We agree with the district court’s conclusion that the Shea statement, if it did anything, implicated Tapia as well as holding that Brecht/Kotteakos should be applied to all habeas review, as reasons given by Supreme Court in Brecht are fully applicable whether or not state court conducted Chapman review); Sherman v. Smith, 89 F.3d 1134 (4th Cir.1996) (en banc) (<HOLDING>); Castro v. Oklahoma, 71 F.3d 1502 (10th Options: A. holding that a petitioner should be permitted to seek habeas review in state court even if there were doubt that the states substantive law would permit a habeas petition B. holding that brechtkotteakos should be used in habeas even when state courts failed to use chapman C. holding that brechtkotteakos should be applied on habeas even when no state court had ever evaluated claim using chapman on direct review D. holding that federal courts should apply state substantive law E. holding that infirmities in state habeas proceedings do not constitute grounds for federal habeas relief

assistant: The best answer is B. holding that brechtkotteakos should be used in habeas even when state courts failed to use chapman