flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At all times following the date hereof, the Executive shall not, whether in writing or orally, disparage or denigrate the Company or any Affiliate, or any of their respective current or former affiliates, directors, officers, employees, members, partners, agents, or representatives. At all times following the date hereof, the directors, officers, and communications and human resources personnel of the Company shall not, whether in writing or orally, disparage or denigrate the Executive.

assistant: Non-Disparagement
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: this agreement ( and any other terms and conditions referenced herein ) constitutes the entire agreement between you and tripadvisor with respect to this website and it supersedes all prior or contemporaneous communications and proposals , whether electronic , oral , or written , between the customer and tripadvisor with respect to this website .

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: forms the basis of Plaintiffs’ first claim. Defendants attack this claim on numerous fronts. They argue that no such right exists under Michigan law and that the claim is preempted by the First Amendment and by the Copyright Act. The Court will address each argument separately. 1. Right of Publicity Under Michigan Law Plaintiffs’ right of publicity claim is governed by state law. Parks v. LaFace Records, 329 F.3d 437, 459 (6th Cir.2003). Michigan has recognized a general right to publicity. See, e.g., Carson v. Here’s Johnny Portable Toilets, Inc., 698 F.2d 831, 834 (6th Cir.1983) (suggesting that Michigan courts would adopt the right of publicity and noting that Michigan has recognized a right of privacy); Tobin v. Mich. Civil Serv. Comm’n, 416 Mich. 661, 331 N.W.2d 184, 189 (1982) (<HOLDING>). Michigan never has recognized, however, a Options: A. holding that the defendants use of a models likeness in connection with the packaging and promotion of its hair care product violated the right of publicity B. holding that lprs are entitled to the protection of the equal protection clause C. recognizing protection against appropriation for the defendants advantage of the plaintiffs name or likeness D. recognizing that the act of exploitation may itself imbue someones likeness with commercial value E. holding that when a plaintiffs name and identity are used without intent to obtain a commercial advantage but where they are used for some other purpose the use is incidental and does not violate the right of publicity

assistant: The best answer is C. recognizing protection against appropriation for the defendants advantage of the plaintiffs name or likeness
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: 408 U.S. 845 92 S.Ct. 2845 33 L.Ed.2d 744 John S. STEWARTv.MASSACHUSETTS. No. 71-5446. Supreme Court of the United States June 29, 1972 PER CURIAM. 1 The appellant in this case was sentenced to death. The imposition and carrying out of that death penalty constitutes cruel and unusual punishment in violation of the Eighth and Fourteenth Amendments. Furman v. Georgia, 408 U.S. 238, 92 S.Ct. 2726, 33 L.Ed.2d 346 (1972). The motion for leave to proceed in forma pauperis is granted. The judgment is therefore vacated insofar as it leaves undisturbed the death penalty imposed, and the case is remanded for further proceedings.

assistant: 1
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: in no event shall 9gag , inc , its directors , officers , shareholders , employees or members be liable with respect to the site or the services for ( a ) any indirect , incidental , punitive , or consequential damages of any kind whatsoever ; ( b ) damages for loss of use , profits , data , images , subscriber content or other intangibles ; ( c ) damages for unauthorized use , non-performance of the site , errors or omissions ; or ( d ) damages related to downloading or posting content .

assistant: Limitation of liability
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: statute. The statute, as amended, defines a “pen register” as “a device or process which records or decodes dialing, routing, addressing, or signaling information transmitted by an instrument or facility from which a wire or electronic communication is transmitted, provided, however, that such information shall not include the contents of any communication.” 18 U.S.C. § 3127(3); see also § 3127(1) (incorporating definitions from 18 U.S.C. § 2510). Defendants contend that this definition should be interpreted restrictively to include the recording or decoding of information only if it is transmitted with a wire or electronic co on of CSLI was not a search); United States v. Bah, 794 F.3d 617, 630-31 (6th Cir.), cert. denied, — U.S. -, 136 S.Ct. 561, 193 L.Ed.2d 447 (2015) (<HOLDING>). Nor does the pen-register/trap-and-trace Options: A. holding that an arbitration provision in a credit card cardholder agreement was not unconscionable B. holding officers scan of magnetic strip on credit card for identifiers was not a search C. holding that an officers noncompliance with the strip search statute was not a defense to resisting an officer with violence D. holding that a credit card arbitration provision presented in a takeitorleaveitmanner was not unconscionable E. holding arbitration clause in credit card agreement unconscionable

assistant: The best answer is B. holding officers scan of magnetic strip on credit card for identifiers was not a search
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of each Loan Party contained in this Agreement shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and as of such borrowing, issuance, extension or increase date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall remain true and correct in all respects as drafted) as of such earlier date).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby represents and warrants to the Holder that the Company’s representations and warranties as set forth in Section 3.1 and as set forth in covenants listed in Article IV of the Securities Purchase Agreement, dated as of [ ] (the “ Purchase Agreement ”), together with any updates in the Company’s SEC Reports subsequent to the Purchase Agreement, are true and correct as of the date hereof and have been fully performed as of the date hereof. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 397 U.S. 597 90 S.Ct. 1376 25 L.Ed.2d 599 Richard Sv.CITY OF NEW YORK. No. 1478, Misc. Supreme Court of the United States April 20, 1970 Jonathan A. Weiss, for appellant. J. Lee Rankin, Stanley Buchsbaum, and Robert T. Hartmann, for appellee. PER CURIAM. 1 The motion for leave to proceed in forma pauperis is granted. The judgment is vacated and the case is remanded to the Court of Appeals of New York for further consideration in light of In re Winship, 397 U.S. 358, 90 S.Ct. 1068, 25 L.Ed.2d 368. 2 THE CHIEF JUSTICE and Mr. Justice STEWART dissent for the reasons set forth in the dissenting opinion of The Chief Justice in In re Winship, 397 U.S., at 375, 90 S.Ct., at 1078. 3 Mr. Justice BLACK dissents for the reasons set forth in his dissenting opinion in In re Winship, 397 U.S., at 377, 90 S.Ct., at 1079.

assistant: 2
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 agreement is excused if the parties agreed that a new agreement would take its place. Failure to comply by Rob Schleider is excused if all of the following circumstances occurred: 1. Beal Bank a. by words or conduct made a false representation or concealed material facts; b. with knowledge of the facts or with knowledge or information that would lead a reasonable person to discover the facts; and c. with the intention that Rob Schleider would rely on the false representation or concealment in acting or deciding not to act; and 2. Rob Schleider a. did not know and had no means of knowing the real facts; and b. relied to his detriment on the false representation or concealment of material facts. A. Modification and novation. As the jury was 644 (Tex.App.-Corpus Christi 1984, no writ) (<HOLDING>); Bridewell v. Pritchett, 562 S.W.2d 956, Options: A. holding that a contract for the design construction and installation of a water tank was predominantly a contract for the sale of goods under the ucc B. holding contract for sale of water which did not specify price was unenforceable because price of water was essence of contract C. holding contract unenforceable because rate of interest was of the essence and not detail to be supplied by court D. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach E. holding buyer liable for balance of contract price of accepted goods

assistant: The best answer is B. holding contract for sale of water which did not specify price was unenforceable because price of water was essence of contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: favor keeping tax returns confidential when possible, and have ordered production only when the relevance of the information is clear and there is a compelling need.”); Camp v. Correctional Medical Services, 2009 WL 424723 at *2 (M.D.Ala. Feb. 17, 2009) (applying a two-prong test: (1) find that the returns are relevant to the subject matter of the action; and (2) there is a compelling need for the returns because the information contained therein is not otherwise readily obtainable); Water Out Drying Corp. v. Allen, 2006 WL 1642215 at *1 (W.D.N.C. June 7, 2006) (“Disclosure of tax returns is disfavored and courts should exercise great caution in ordering disclosure of tax returns.”). 7 . Hard Rock Cafe Licensing Corp. v. Concession Servs., Inc., 955 F.2d 1143, 1152 (7th Cir.1992) (<HOLDING>); Louis Vuitton S.A. v. Lee, 875 F.2d 584, 590 Options: A. recognizing the general rule that the landlord is not liable for dangerous conditions existing once the tenant takes possession of the premises B. holding flea marketer landlord liable for contributory infringement for sales of counterfeit goods on premises but only where landlord knowingly permitted such sales or was willfully blind C. holding the landlord did not trespass when his agent entered the premises for the purpose of showing them to a potential tenant D. recognizing that the burden is on the landlord in a lease dispute to establish that the lease contract had been breached and that such breach entitled the landlord to the possession of the property in question E. holding that a landlord has a duty of reasonable care over common areas or other areas over which the landlord has retained control

assistant: The best answer is B. holding flea marketer landlord liable for contributory infringement for sales of counterfeit goods on premises but only where landlord knowingly permitted such sales or was willfully blind
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Mikalajunas, 186 F.3d at 493. 3. Bar on Relitigating Claims Brought on Direct Appeal A petitioner is generally not permitted to relitigate issues brought on direct appeal in a collateral attack. Boeckenhaupt v. United States, 537 F.2d 1182, 1183 (4th Cir. 1976) (per curiam). Accordingly, courts may “refuse to reach the merits of a constitutional claim previously raised and rejected on direct appeal.” Withrow v. Williams, 507 U.S. 680, 720-21, 113 S.Ct. 1745, 123 L.Ed.2d 407 (1993) (Scalia, J., concurring in part and dissenting in part) (collecting cases). Exceptional circumstances, however, such as an intervening change in the law, may warrant a departure from this law-of-the-case doctrine. See Davis v. United States, 417 U.S. 333, 342-47, 94 S.Ct. 2298, 41 L.Ed.2d 109 (1974) (<HOLDING>); Jones v. United States, 178 F.3d 790, 796 Options: A. holding that when relevant substantive law changed after the petitioners trial and unsuccessful appeal the petitioner could file a 2255 motion for collateral relief based on the intervening change in the law B. holding that an ineffectiveassistanceofcounsel claim may be brought in a collateral proceeding under 2255 whether or not the petitioner could have raised the claim on direct appeal C. holding premagwood that where a first 2255 motion was granted so movant could file a direct appeal the second 2255 motion was not a successive motion under aedpa D. holding that a 2255 hearing is permitted on an issue previously addressed on direct appeal when there has been an intervening change in the law E. holding that application of the doctrine of law of the case is discretionary and that a district court abuses its discretion in applying the law of the case doctrine only if 1 the first decision was clearly erroneous 2 an intervening change in the law occurred 3 the evidence on remand was substantially different 4 other changed circumstances exist or 5 a manifest injustice would otherwise result

assistant: The best answer is A. holding that when relevant substantive law changed after the petitioners trial and unsuccessful appeal the petitioner could file a 2255 motion for collateral relief based on the intervening change in the law
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 Credit Parties hereby indemnifies and holds the Lender harmless from and against any and all claims payable by the Lender to any Person, including reasonable attorneys' and paralegals' fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable law, through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to any matters relating to this Amendment, or any of the Loan Documents. The foregoing indemnification obligations shall survive the termination of any of the Loan Documents and repayment of the Revolving Note.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: as truecaller provides global services , additional terms of services may apply to users in certain jurisdictions and will in such cases be made available in appendices and incorporated hereto .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforceability of any other provision, or any part of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision had never been contained in this Agreement unless the deletion of such term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision would result in such a material change as to cause the covenants and agreements contained in this Agreement to be unreasonable or would materially and adversely frustrate the objectives of the parties as expressed in this Agreement. If any provision of this Agreement is determined to be overly broad or unenforceable, then that provision shall be enforceable to the maximum extent possible under applicable law and should be reformed accordingly. If any provision of this Agreement is determined to be invalid or unenforceable, then that determination shall not affect the validity or enforceability of the other portions of this Agreement.

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: You may accept late payments or partial payments, even though marked “paid in full,” without losing any rights under this Note, and you may delay enforcing any of your rights under this Note without losing them. You do not have to (a) demand of amounts due (known as “presentment”), (b) give notice that amounts due have not been paid (known as “notice of dishonor”), or (c) obtain an official certification of nonpayment (known as “protest”). I hereby waive presentment, notice of dishonor and protest. Even if, at a time when I am in default, you do not require me to pay immediately in full as described above, you will still have the right to do so if I am in default at a later time. Neither your failure to exercise any of your rights, nor your delay in enforcing or exercising any of your rights, will waive those rights. Furthermore, if you waive any right under this Note on one occasion, that waiver will not operate as a waiver as to any other occasion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Frazier of her Miranda rights. Frazier was under police supervision the entire time she was at the DCI office. Each time Frazier was interviewed, she was questioned by the same officer (Jones), at the same location (DCI office), and all but one interview was in the same room at the DCI office. The subject matter of each interview was the same, i.e., the death of Standing Bear. Frazier relies heavily upon the span of time between the. initial warning and her final statement. While Frazier was read her Miranda rights roughly six and a half hours before her final statement, she was reminded of those rights a mere hour before her final interview. Even without the reminder, the six and a half hour time span would not cause the initial warning to become stale. See Davis, 998 P.2d at 1138 (<HOLDING>); State v. Trostle, 191 Ariz. 4, 951 P.2d 869, Options: A. holding because an initial order contemplated the subsequent entry of a judgment the initial order was not considered a final adjudication B. recognizing that the court is not the appropriate forum for initial factfinding C. holding that a showing of cause and prejudice fails to overcome a defendants initial failure to object D. holding that a six and a half hour break between the initial warning and defendants confession did not cause the initial warning to become stale E. holding that a subsequent action was not barred because the initial court did not have jurisdiction over the claim

assistant: The best answer is D. holding that a six and a half hour break between the initial warning and defendants confession did not cause the initial warning to become stale
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 spouse from testifying as to any confidential communication between the accused and the spouse. However, as the State points out, Ark. R. Evid. 510 states that a p s argument that the trial court erred in ruling that his handing of the gun and knife to his wife was not protected by the Rule 504 privilege, we hold that Ross has failed to demonstrate any prejudice as a result of this. There was other overwhelming evidence of Ross’s guilt in this case, including eyewitness testimony that Ross committed the murder and evidence that Ross admitted to both his wife and his friend Steve Long that he committed the murder. Because we cannot see how Ross was prejudiced by the trial court’s decision on this matter, we will not reverse. See Gaines v. State, 340 Ark. 99, 8 S.W.3d 547 (2000) (<HOLDING>). For these reasons, we affirm. Gladwin and Options: A. holding error in admission of evidence is harmless when it was merely cumulative to other evidence in the record B. holding that new evidence must be evidence that is not merely cumulative C. holding that when evidence was erroneously admitted such error was harmless when the evidence was insignificant and cumulative D. recognizing that no prejudice results where the evidence erroneously admitted was merely cumulative and an appellate court will not reverse for harmless error in the admission of evidence E. holding improperly admitted evidence may be harmless if cumulative

assistant: The best answer is D. recognizing that no prejudice results where the evidence erroneously admitted was merely cumulative and an appellate court will not reverse for harmless error in the admission of evidence
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 notices provided for in this Agreement or the Plan will be given in writing and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and your PSU Grant by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: play the interview audio to impeach Chatfield’s testimony during cross-examination and did not allow him to question Chatfield about whether the tapes were altered from the original. Further, he asserts his cross-examination of Officer Scales was unduly limited by the court not allowing him to play the surveillance video for the jury. Finally, he argues the court’s refusal to make the transcript of the pre-trial hearing available to Mazique limited his ability to cross-examine Chatfield during the trial. Mazique fails to cite to any case law for these assertions; therefore, we find he has abandoned them. See Rule 208(b)(1)(D), SCACR (requiring citation to authority in the argument section of an appellant’s brief); State v. Lindsey, 394 S.C. 354, 363, 714 S.E.2d 554, 558 (Ct. App. 2011) (<HOLDING>). VII. Cross-Examination of Witness Mazique Options: A. holding that an issue is abandoned when not raised in an appellate brief B. holding that issues not raised in the initial brief on appeal are deemed abandoned C. holding that issues not raised in an initial brief on appeal are deemed abandoned D. holding an issue is deemed abandoned and will not be considered on appeal if the argument is raised in a brief but not supported by authority E. holding that issues raised but not supported by argument are deemed abandoned

assistant: The best answer is D. holding an issue is deemed abandoned and will not be considered on appeal if the argument is raised in a brief but not supported by authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company represents and warrants to the Sonic Parties as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles; and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: S.Ct. 716, 160 L.Ed.2d 734 (2005). 2. Non-Delegation The Constitution provides that “[a]ll legislative Powers herein granted shall be vested in a Congress of the United States.” U.S. Const, art. I, § 1 (emphasis added). Consistent with this text and the principle of separation of powers, the non-delegation doctrine generally permits “no delegation” of legislative powers to another branch of government. Whitman v. Am. Trucking Ass’ns, 581 U.S. 457, 472, 121 S.Ct. 908, 149 L.Ed.2d 1 (2001); see also Mistretta v. United States, 488 U.S. 361, 371-72, 109 S.Ct. 647, 102 L.Ed.2d 714 (1989). Among Congress’s legislative powers is the authority to determine the temporal scope of a statute. See, e.g., City of New York v. Permanent Mission of India to the U.N., 618 F.3d 172, 195 (2d Cir.2010) (<HOLDING>). That determination is particularly Options: A. holding that the rule announced in simmons v south carolina 512 us 154 114 sct 2187 129 led2d 133 1994 doesnt apply retroactively on collateral review B. holding that although contempt and sanctions are not identical the principles the supreme court articulated for cases of contempt in international union united mine workers of america v bagwell 512 us 821 114 sct 2552 129 led2d 642 1994 guide our determination of what procedural protections are necessary in imposing sanctions under a courts inherent powers C. recognizing congresss responsibility for fundamental policy judgments concerning the proper temporal reach of statutes quoting landgraf v usi film prods 511 us 244 273 114 sct 1483 128 led2d 229 1994 D. recognizing that references to and descriptions of the jurys verdict as advisory as a recommendation and of the judge as the final sentencing authority are permissible under romano v oklahoma 512 us 1 114 sct 2004 129 led2d 1 1994 E. holding that regulations that are unrelated to the content of speech are subject to an intermediate level of scrutiny quoting turner broad sys inc v fed commcn commn 512 us 622 642 114 sct 2445 129 led2d 497 1994 plurality opinion

assistant: The best answer is C. recognizing congresss responsibility for fundamental policy judgments concerning the proper temporal reach of statutes quoting landgraf v usi film prods 511 us 244 273 114 sct 1483 128 led2d 229 1994
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor that is a party hereto at the time of such amendment, subject to Section 10.01 of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Company, such Purchaser shall continue to be bound by such confidentiality agreement until the earlier of such time as (i) the public dissemination of the Press Release pursuant to Section 5.2 and (ii) the termination of any such confidentiality agreement by its terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Rule 16a6-(a), and has no bearing on whether an option not presently exercisable due to an implied condition precedent falls within the exemption. 5 . Our holding has indirect support in the case law interpreting the meaning of “sale” for purposes of § 16(b) of the Act. See, e.g., Colan v. Cutler-Hammer, Inc., 812 F.2d 357, 368 (7th Cir.) (describing a secret agreement guaranteeing an investor corporation the right to sell its shares at the time of a delayed merger as akin to a “formal option agreement,” and holding that there was no "sale" at the time of the posited agreement where significant conditions precedent to the merger had not yet been satisfied), cert. denied, 484 U.S. 820, 108 S.Ct. 79, 98 L.Ed.2d 42 (1987); Portnoy v. Revlon, Inc., 650 F.2d 895, 898 (7th Cir.1981) Options: A. holding that neither a letter of intent nor a merger agreement constituted a contract to sell shares within the meaning of 16b where the agreement did not irrevocably bind the party to exchange its stock because there existed unfulfilled conditions precedent that could have blocked the merger B. holding that a claim for breach of a provision in a merger agreement arises from the purchase or sale of the debtors securities C. holding that court had no supplemental jurisdiction over claim by shareholder for breach of merger agreement that was the subject of the dispute between the merger partners over which the district court had subject matter jurisdiction D. holding that plaims for breach of a merger agreement arise from the purchase or sale of debtors securities E. holding that in the context of a rule 10b5 claim when the merger was approved and the exchange of securities occurred the owner of stock had in effect purchased a new security and paid for it by turning in his old one

assistant: The best answer is A. holding that neither a letter of intent nor a merger agreement constituted a contract to sell shares within the meaning of 16b where the agreement did not irrevocably bind the party to exchange its stock because there existed unfulfilled conditions precedent that could have blocked the merger
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 member of the board of directors (the “ Board ”) of Iridium Communications Inc. (the “ Company ”) who is not an Employee (as defined in the Iridium Communications Inc. 2015 Equity Incentive Plan (the “ Equity Incentive Plan ”)) (each, a “ Non-Employee Director ”) will be eligible to receive cash and equity-based compensation as set forth in this Iridium Communications Inc. Compensation Program for Non-Employee Directors (this “ Program ”). Capitalized terms not explicitly defined in this Program but defined in the Equity Incentive Plan will have the same definitions as in the Equity Incentive Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Government’s bargaining power and the fact that the defendant waives his constitutional rights. Nolan-Cooper, 155 F.3d at 236. When considering an alleged breach of a plea agreement, we first identify the terms of the agreement. We then determine whether there has been a breach. If so, we fashion a remedy. Id. at 235. In Miller’s case, the Government filed a written 5K1.1 motion, which requested a downward departure of “ ‘3 levels from the parties’ stipulated offense level of 26,’ to ‘offense level 23.’ ” Br. for Appellee 27 (quoting App. 360). Miller asserts that he reasonably understood this to be- a term of the plea agreement and, therefore, that the Government was bound to recommend offense level 23 at sentencing. Cf. United States v. Baird, 218 F.3d 221, 230 (3d Cir. 2000) (<HOLDING>). We will assume for the sake of argument that Options: A. holding federal court is not bound by terms of plea agreement between defendant and state authorities B. holding that the government is no longer bound by its obligations under a plea agreement when a defendant commits a material breach C. holding that objecting to guidelines calculations as specifically reserved in the plea agreement is not a breach of the plea agreement even if the objection is overruled and thus government is not released from obligation under the agreement to move for acceptance of responsibility D. holding that when a court accepts a fixed plea agreement it is bound by the agreements terms E. holding that the government was bound by an agreement it treated as binding although it preceded the formal plea agreement

assistant: The best answer is E. holding that the government was bound by an agreement it treated as binding although it preceded the formal plea agreement
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: de Ruiz v. U.S., 231 F.Supp.2d 1187, 1201-02 (M.D.Fla.2002) (concluding that aggravation of pre-exist-ing conditions, such as diabetes and asthma, is insufficient to satisfy impact rule), aff'd, 378 F.3d 1229, 1231 (11th Cir.2004). Here, the ailments complained of are headaches, diabetes, sleep apnea, stress, insomnia, anxiety, loss of appetite, hair loss, and bowel trouble, which are not the sort of the discernable physical injuries discussed in Champion and Zell. In addition, medical testimony discussing Mary Ann’s injuries was equivocal, and no evidence was introduced linking Douglas’s ailments to Appellant’s acts. Cf. Zell, 665 So.2d at 1050 (noting plaintiff introduced medical testimony linking medical conditions to emotional distress), with Champion, 478 So.2d at 20 (<HOLDING>). We also conclude that Appellees failed to Options: A. holding plaintiff established entitlement to relief without addressing whether plaintiffs death was medically attributable to emotional shock B. holding plaintiff established entitlement to jury trial of legal claims brought under the phra C. holding that a plaintiffs complaint need only establish a plausible entitlement to relief D. holding emotional distress is a distinct claim from wrongful death E. holding that the plaintiff had established an entitlement to relief on the merits of the claim and was therefore entitled to fees even though it was remanded to the agency for further action

assistant: The best answer is A. holding plaintiff established entitlement to relief without addressing whether plaintiffs death was medically attributable to emotional shock
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 expressly provided in any of the Loan Documents, in all respects, including all matters of construction, validity and performance, this Second Amendment shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without regard to principles of conflict of law other than New York General Obligations Law 5-1401 and 5-1402.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: dissent calls attention to the proper role which Congress should be filling (but has failed to fill) in providing the proper guidelines for jurisdictional determinations in the unincorporated, non-trust entity context. See Carden, 494 U.S. at 198-199, 110 S.Ct. at 1022-23 (O’Connor, J., dissenting). It is obvious that clearer, more appropriate guidelines must be dictated for diversity jurisdiction determinations in contexts such as this, either by Congress or by the Supreme Court. The issue of how to categorize Lloyd’s syndicates for jurisdictional purposes has not yet been addressed by the Third Circuit. The Sixth Circuit, on the other hand, has addressed the issue of citizenship of a Lloyd’s syndicate. See Certain Interested Underwriters v. Layne, 26 F.3d 39 (6th Cir. 1994) (<HOLDING>). While the decision of the Sixth Circuit is Options: A. holding that citizenship of active underwriters and names with lloyds london had to be considered for purposes of diversity jurisdiction B. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal C. holding that by applying the real party in interest test in conjunction with tennessees law concerning suits involving principal and agent only the underwriters should be included for the purposes of diversity jurisdiction D. recognizing that a narrow reading of missouri would suggest that the state is the real party in interest for diversity purposes only when the relief sought inures to the benefit of the state alone but noting that cases have only required a real interest pecuniary or otherwise in the outcome of the litigation E. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes

assistant: The best answer is C. holding that by applying the real party in interest test in conjunction with tennessees law concerning suits involving principal and agent only the underwriters should be included for the purposes of diversity 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: In connection with any increase in the Revolving Commitment pursuant to this Section 4.13 , the respective Sublimits and Maximum Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent, subject to the limitations set forth in Section 2.5 . If there are Swingline Loans or Letters of Credit outstanding on the Increase Effective Date, the participations of the Lenders in such Swingline Loans or Letters of Credit, if any, will be automatically adjusted to reflect the Revolving Commitment Percentages of all the Lenders after giving effect to any increase of the Revolving Commitments in accordance with this Section 4.13 .

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: Borrower and its Restricted Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted Investments. Without limiting the foregoing, Borrower and its Restricted Subsidiaries do not own or hold any Margin Stock.

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: Employer shall reimburse Executive for all ordinary and necessary business expenses reasonably incurred by him in the performance of Executive's duties under this Agreement, subject to the presentment and approval of appropriate itemized expense statements, receipts, vouchers or other supporting documentation in accordance with Employer's normal policies for expense verification in effect from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: he has suffered an injury-in-fact and can be expected to pursue the First Amendment claim vigorously. See id. at 1011 (concluding that the owner of the adult entertainment establishment could “satisfactorily frame the issues in the case” because he “ha[d] a vested interest in having the [licensing] Ordinance overturned”). 2 Although the First Amendment’s applicability in the area of lawyer-client relations is not well-defined, we recognize that — at least as a general matter — the “right to hire and consult an attorney is protected by the First Amendment’s guarantee of freedom of speech, association and petition.” Denius v. Dunlap, 209 F.3d 944, 953 (7th Cir.2000); see also United Mine Workers of Am. v. III. State Bar Ass’n, 389 U.S. 217, 221-22, 88 S.Ct. 353, 19 L.Ed.2d 426 (1967) (<HOLDING>); DeLoach v. Bevers, 922 F.2d 618, 620 (10th Options: A. recognizing union members vital concern in preserving jobs for union members B. holding union members state law claims for defamation against union preempted C. holding that union members had standing to bring rico claims for reduced compensation under collective bargaining agreement D. holding that a church was entitled to employ only members of its faith E. holding that a union had a first amendment right to employ a salaried attorney to represent members pursuing workers compensation claims

assistant: The best answer is E. holding that a union had a first amendment right to employ a salaried attorney to represent members pursuing workers compensation claims
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: and is not too remote in time; and (3) the conduct in question did not result in a conviction-, and (4) the inquiry into the conduct takes place during cross-examination. Morgan, 315 N.C. at 634, 340 S.E.2d at 89-90 (emphasis in original). When determining admissibility “[t]he focus ... is upon whether the conduct sought to be inquired into is of the type which is indicative of the actor’s character for truthfulness or untruthfulness.” Id. at 634-635, 340 S.E.2d at 90. Consequently, drug use is generally considered irrelevant. Morgan, 315 N.C. 626, 340 S.E.2d 84; see also Rowland, 89 N.C. App. 372, 366 S.E.2d 550 (stating that, standing alone, evidence of drug addiction is not probative of truthfulness or untruthfulness); State v. Clark, 324 N.C. 146, 167, 377 S.E.2d 54, 67 (1989) (<HOLDING>). Here, the prosecutor questioned defendant Options: A. holding defendants positive urinalysis test for marijuana use was sufficient to support revocation of defendants probation B. holding that limitation on scope and breadth of crossexamination did not significantly curtail effectiveness of witness crossexamination because crossexamination was lengthy and extensive C. holding that the state failed to prove that a hotel visitor had control over marijuana found in plain view in a hotel room because the state did not provide any evidence other than the defendants mere proximity to the marijuana D. recognizing that criminal defendants right to testify is subject to crossexamination E. holding that question during crossexamination about defendants use of marijuana had no conceivable tendency to prove or disprove her truthfulness

assistant: The best answer is E. holding that question during crossexamination about defendants use of marijuana had no conceivable tendency to prove or disprove her truthfulness